UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-21400
NAME OF REGISTRANT: Eaton Vance Tax-Advantaged
Dividend Income Fund
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Two International Place
Boston, MA 02110
NAME AND ADDRESS OF AGENT FOR SERVICE: Maureen A. Gemma, Esq.
Two International Place
Boston, MA 02110
REGISTRANT'S TELEPHONE NUMBER: 617-482-8260
DATE OF FISCAL YEAR END: 08/31
DATE OF REPORTING PERIOD: 07/01/2012 - 06/30/2013
Eaton Vance Tax-Advantaged Dividend Income Fund
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ABBOTT LABORATORIES Agenda Number: 933743672
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Security: 002824100
Meeting Type: Annual
Meeting Date: 26-Apr-2013
Ticker: ABT
ISIN: US0028241000
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
R.J. ALPERN Mgmt For For
R.S. AUSTIN Mgmt For For
S.E. BLOUNT Mgmt For For
W.J. FARRELL Mgmt For For
E.M. LIDDY Mgmt For For
N. MCKINSTRY Mgmt For For
P.N. NOVAKOVIC Mgmt For For
W.A. OSBORN Mgmt For For
S.C. SCOTT III Mgmt For For
G.F. TILTON Mgmt For For
M.D. WHITE Mgmt For For
2. RATIFICATION OF DELOITTE & TOUCHE LLP AS Mgmt For For
AUDITORS
3. SAY ON PAY - AN ADVISORY VOTE TO APPROVE Mgmt For For
EXECUTIVE COMPENSATION
4. SHAREHOLDER PROPOSAL - GENETICALLY MODIFIED Shr Against For
INGREDIENTS
5. SHAREHOLDER PROPOSAL - LOBBYING DISCLOSURE Shr Against For
6. SHAREHOLDER PROPOSAL - INDEPENDENT BOARD Shr Against For
CHAIR
7. SHAREHOLDER PROPOSAL - EQUITY RETENTION AND Shr For Against
HEDGING
8. SHAREHOLDER PROPOSAL - INCENTIVE Shr For Against
COMPENSATION
9. SHAREHOLDER PROPOSAL - ACCELERATED VESTING Shr For Against
OF AWARDS UPON CHANGE IN CONTROL
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ACE LIMITED Agenda Number: 933802022
--------------------------------------------------------------------------------------------------------------------------
Security: H0023R105
Meeting Type: Annual
Meeting Date: 16-May-2013
Ticker: ACE
ISIN: CH0044328745
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF ROBERT M. HERNANDEZ Mgmt For For
1.2 ELECTION OF PETER MENIKOFF Mgmt For For
1.3 ELECTION OF ROBERT RIPP Mgmt For For
1.4 ELECTION OF THEODORE E. SHASTA Mgmt For For
2. AMENDMENT TO THE ARTICLES OF ASSOCIATION TO Mgmt For For
DECLASSIFY THE BOARD OF DIRECTORS
3.1 APPROVAL OF THE ANNUAL REPORT Mgmt For For
3.2 APPROVAL OF THE STATUTORY FINANCIAL Mgmt For For
STATEMENTS OF ACE LIMITED
3.3 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS
4. ALLOCATION OF DISPOSABLE PROFIT Mgmt For For
5. DISCHARGE OF THE BOARD OF DIRECTORS Mgmt For For
6.1 ELECTION OF PRICEWATERHOUSECOOPERS AG Mgmt For For
(ZURICH) AS OUR STATUTORY AUDITOR UNTIL OUR
NEXT ANNUAL ORDINARY GENERAL MEETING
6.2 RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
PRICEWATERHOUSECOOPERS LLP (UNITED STATES)
FOR PURPOSES OF UNITED STATES SECURITIES
LAW REPORTING FOR THE YEAR ENDING DECEMBER
31, 2013
6.3 ELECTION OF BDO AG (ZURICH) AS SPECIAL Mgmt For For
AUDITING FIRM UNTIL OUR NEXT ANNUAL
ORDINARY GENERAL MEETING
7. APPROVAL OF ACE LIMITED 2004 LONG-TERM Mgmt For For
INCENTIVE PLAN AS AMENDED THROUGH THE SIXTH
AMENDMENT
8. APPROVAL OF THE PAYMENT OF A DISTRIBUTION Mgmt For For
TO SHAREHOLDERS THROUGH REDUCTION OF THE
PAR VALUE OF OUR SHARES, SUCH PAYMENT TO BE
MADE IN FOUR QUARTERLY INSTALLMENTS AT SUCH
TIMES DURING THE PERIOD THROUGH OUR NEXT
ANNUAL GENERAL MEETING AS SHALL BE
DETERMINED BY THE BOARD OF DIRECTORS
9. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
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APPLE INC. Agenda Number: 933725042
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Security: 037833100
Meeting Type: Annual
Meeting Date: 27-Feb-2013
Ticker: AAPL
ISIN: US0378331005
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
WILLIAM CAMPBELL Mgmt For For
TIMOTHY COOK Mgmt For For
MILLARD DREXLER Mgmt For For
AL GORE Mgmt For For
ROBERT IGER Mgmt For For
ANDREA JUNG Mgmt For For
ARTHUR LEVINSON Mgmt For For
RONALD SUGAR Mgmt For For
2. AMENDMENT OF APPLE'S RESTATED ARTICLES OF Mgmt For For
INCORPORATION TO (I) ELIMINATE CERTAIN
LANGUAGE RELATING TO TERM OF OFFICE OF
DIRECTORS IN ORDER TO FACILITATE THE
ADOPTION OF MAJORITY VOTING FOR ELECTION OF
DIRECTORS, (II) ELIMINATE "BLANK CHECK"
PREFERRED STOCK, (III) ESTABLISH A PAR
VALUE FOR COMPANY'S COMMON STOCK OF
$0.00001 PER SHARE AND (IV) MAKE OTHER
CHANGES.
3. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.
4. A NON-BINDING ADVISORY RESOLUTION TO Mgmt Against Against
APPROVE EXECUTIVE COMPENSATION.
5. A SHAREHOLDER PROPOSAL ENTITLED "EXECUTIVES Shr For Against
TO RETAIN SIGNIFICANT STOCK."
6. A SHAREHOLDER PROPOSAL ENTITLED "BOARD Shr Against For
COMMITTEE ON HUMAN RIGHTS."
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ASTRAZENECA PLC, LONDON Agenda Number: 704386211
--------------------------------------------------------------------------------------------------------------------------
Security: G0593M107
Meeting Type: AGM
Meeting Date: 25-Apr-2013
Ticker:
ISIN: GB0009895292
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Company's Accounts and the Mgmt For For
Reports of the Directors and Auditor for
the year ended 31 December 2012
2 To confirm the first interim dividend of Mgmt For For
USD0.90 (58.1 pence, SEK 6.26) per ordinary
share and to confirm as the final dividend
for 2012 the second interim dividend of
USD1.90 (120.5 pence, SEK 12.08) per
ordinary share
3 To reappoint KPMG Audit Plc London as Mgmt For For
Auditor
4 To authorise the Directors to agree the Mgmt For For
remuneration of the Auditor
5A To re-elect Leif Johansson as a Director Mgmt For For
5B To elect Pascal Soriot as a Director Mgmt For For
5C To re-elect Simon Lowth as a Director Mgmt For For
5D To re-elect Genevieve Berger as a Director Mgmt For For
5E To re-elect Bruce Burlington as a Director Mgmt For For
5F To re-elect Graham Chipchase as a Director Mgmt For For
5G To re-elect Jean-Philippe Courtois as a Mgmt For For
Director
5H To re-elect Rudy Markham as a Director Mgmt For For
5I To re-elect Nancy Rothwell as a Director Mgmt For For
5J To re-elect Shriti Vadera as a Director Mgmt For For
5K To re-elect John Varley as a Director Mgmt For For
5L To re-elect Marcus Wallenberg as a Director Mgmt For For
6 To approve the Directors' Remuneration Mgmt For For
Report for the year ended 31 December 2012
7 To authorise limited EU political donations Mgmt For For
8 To authorise the Directors to allot shares Mgmt For For
9 To authorise the Directors to disapply pre Mgmt For For
emption rights
10 To authorise the Company to purchase its Mgmt For For
own shares
11 To reduce the notice period for general Mgmt For For
meetings
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
REMOVAL OF RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
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AT&T INC. Agenda Number: 933744016
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Security: 00206R102
Meeting Type: Annual
Meeting Date: 26-Apr-2013
Ticker: T
ISIN: US00206R1023
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: RANDALL L. STEPHENSON Mgmt For For
1B. ELECTION OF DIRECTOR: GILBERT F. AMELIO Mgmt For For
1C. ELECTION OF DIRECTOR: REUBEN V. ANDERSON Mgmt For For
1D. ELECTION OF DIRECTOR: JAMES H. BLANCHARD Mgmt For For
1E. ELECTION OF DIRECTOR: JAIME CHICO PARDO Mgmt For For
1F. ELECTION OF DIRECTOR: SCOTT T. FORD Mgmt For For
1G. ELECTION OF DIRECTOR: JAMES P. KELLY Mgmt For For
1H. ELECTION OF DIRECTOR: JON C. MADONNA Mgmt For For
1I. ELECTION OF DIRECTOR: MICHAEL B. Mgmt For For
MCCALLISTER
1J. ELECTION OF DIRECTOR: JOHN B. MCCOY Mgmt For For
1K. ELECTION OF DIRECTOR: JOYCE M. ROCHE Mgmt For For
1L. ELECTION OF DIRECTOR: MATTHEW K. ROSE Mgmt For For
1M. ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Mgmt For For
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
AUDITORS.
3. ADVISORY APPROVAL OF EXECUTIVE Mgmt For For
COMPENSATION.
4. APPROVE STOCK PURCHASE AND DEFERRAL PLAN. Mgmt For For
5. POLITICAL CONTRIBUTIONS REPORT. Shr Against For
6. LEAD BATTERIES REPORT. Shr Against For
7. COMPENSATION PACKAGES. Shr For Against
8. INDEPENDENT BOARD CHAIRMAN. Shr Against For
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AVALONBAY COMMUNITIES, INC. Agenda Number: 933787080
--------------------------------------------------------------------------------------------------------------------------
Security: 053484101
Meeting Type: Annual
Meeting Date: 22-May-2013
Ticker: AVB
ISIN: US0534841012
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
GLYN F. AEPPEL Mgmt For For
ALAN B. BUCKELEW Mgmt For For
BRUCE A. CHOATE Mgmt For For
JOHN J. HEALY, JR. Mgmt For For
TIMOTHY J. NAUGHTON Mgmt For For
LANCE R. PRIMIS Mgmt For For
PETER S. RUMMELL Mgmt For For
H. JAY SARLES Mgmt For For
W. EDWARD WALTER Mgmt For For
2. TO RATIFY THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE YEAR ENDING DECEMBER 31, 2013.
3. TO ADOPT A RESOLUTION APPROVING, ON A Mgmt For For
NON-BINDING ADVISORY BASIS, THE
COMPENSATION PAID TO THE COMPANY'S NAMED
EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT
TO ITEM 402 OF REGULATION S-K, INCLUDING
THE COMPENSATION DISCUSSION AND ANALYSIS,
COMPENSATION TABLES AND NARRATIVE
DISCUSSION SET FORTH IN THE PROXY
STATEMENT.
4. TO APPROVE AN AMENDMENT TO THE COMPANY'S Mgmt For For
AMENDED AND RESTATED ARTICLES OF AMENDMENT,
AS AMENDED, TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF THE COMPANY'S COMMON
STOCK, PAR VALUE $.01 PER SHARE, BY 140
MILLION SHARES.
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AXA SA, PARIS Agenda Number: 704278945
--------------------------------------------------------------------------------------------------------------------------
Security: F06106102
Meeting Type: MIX
Meeting Date: 30-Apr-2013
Ticker:
ISIN: FR0000120628
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0222/201302221300388.pdf .PLEASE NOTE
THAT THIS IS A REVISION DUE TO ADDITION OF
URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0322/201303221300871.pdf. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year ended
December 31, 2012
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year ended
December 31, 2012
O.3 Allocation of income for the financial year Mgmt For For
2012and setting the dividend at Euros 0.72
per share
O.4 Approval of the regulated Agreements Mgmt For For
pursuant to Article L.225-38 of the
Commercial Code
O.5 Renewal of term of Mr. Ramon de Oliveira as Mgmt For For
Board member
O.6 Renewal of term of Mrs. Dominique Reiniche Mgmt For For
as Board member
O.7 Ratification of the cooptation of Mr. Mgmt For For
Jean-Pierre Clamadieu as Board member
O.8 Appointment of Mrs. Deanna Oppenheimer as Mgmt For For
Board member
O.9 Appointment of Mr. Paul Hermelin as Board Mgmt For For
member
O.10 Setting the annual amount of attendance Mgmt For For
allowances to be allocated to the Board of
Directors
O.11 Authorization granted to the Board of Mgmt For For
Directors to purchase ordinary shares of
the Company
E.12 Delegation of authority granted to the Mgmt For For
Board of Directors to increase share
capital by incorporation of reserves,
profits or premiums
E.13 Delegation of authority granted to the Mgmt For For
Board of Directors to increase share
capital by issuing ordinary shares or
securities giving access to ordinary shares
of the Company or of one of its
subsidiaries while maintaining
shareholders' preferential subscription
rights
E.14 Delegation of authority granted to the Mgmt For For
Board of Directors to increase share
capital by issuing ordinary shares or
securities giving access to ordinary shares
of the Company or of one of its
subsidiaries without shareholders'
preferential subscription rights through
public offers
E.15 Delegation of authority granted to the Mgmt For For
Board of Directors to increase share
capital by issuing ordinary shares or
securities giving access to ordinary shares
of the Company or of one of its
subsidiaries without shareholders'
preferential subscription rights through
private placement pursuant to Article
L.411-2, II of the Monetary and Financial
Code
E.16 Authorization granted to the Board of Mgmt For For
Directors to set the issue price according
to the terms established by the General
Meeting within the limit of 10% of capital,
in the event if issuance without
shareholders' preferential subscription
rights through public offers or private
placements
E.17 Delegation of authority granted to the Mgmt For For
Board of Directors to increase share
capital by issuing ordinary shares or
securities giving access to ordinary shares
of the Company, in case of public exchange
offer initiated by the Company
E.18 Delegation of authority granted to the Mgmt For For
Board of Directors to increase share
capital by issuing ordinary shares or
securities giving access to ordinary shares
of the Company, in consideration for
in-kind contribution within the limit of
10% of share capital outside of a public
exchange offer initiated by the Company
E.19 Delegation of authority granted to the Mgmt For For
Board of Directors to issue ordinary shares
without shareholders' preferential
subscription rights, as a result of issue
by its subsidiaries of securities giving
access to ordinary shares of the Company
E.20 Delegation of authority granted to the Mgmt For For
Board of Directors to issue securities
entitling to the allotment of debt
securities without giving rise to a capital
increase of the Company
E.21 Delegation of powers granted to the Board Mgmt For For
of Directors to increase share capital by
issuing ordinary shares or securities
giving access to ordinary shares of the
Company reserved for members of a Company
Savings Plan without shareholders'
preferential subscription rights
E.22 Delegation of powers granted to the Board Mgmt For For
of Directors to increase share capital by
issuing ordinary shares without
shareholders' preferential subscription
rights in favor of a specific class of
beneficiaries
E.23 Authorization granted to the Board of Mgmt For For
Directors to reduce share capital by
cancellation of ordinary shares
E.24 Powers to carry out all legal formalities Mgmt For For
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BARCLAYS PLC, LONDON Agenda Number: 704338462
--------------------------------------------------------------------------------------------------------------------------
Security: G08036124
Meeting Type: AGM
Meeting Date: 25-Apr-2013
Ticker:
ISIN: GB0031348658
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 That the Reports of the Directors and Mgmt For For
Auditors and the audited accounts of the
Company for the year ended 31 December
2012, now laid before the meeting, be
received
2 That the Remuneration Report for the year Mgmt For For
ended 31 December 2012, now laid before the
meeting, be approved
3 That Sir David Walker be appointed a Mgmt For For
Director of the Company
4 That Tim Breedon be appointed a Director of Mgmt For For
the Company
5 That Antony Jenkins be appointed a Director Mgmt For For
of the Company
6 That Diane de Saint Victor be appointed a Mgmt For For
Director of the Company
7 That David Booth be reappointed a Director Mgmt For For
of the Company
8 That Fulvio Conti be reappointed a Director Mgmt For For
of the Company
9 That Simon Fraser be reappointed a Director Mgmt For For
of the Company
10 That Reuben Jeffery III be reappointed a Mgmt For For
Director of the Company
11 That Chris Lucas be reappointed a Director Mgmt For For
of the Company
12 That Dambisa Moyo be reappointed a Director Mgmt For For
of the Company
13 That Sir Michael Rake be reappointed a Mgmt For For
Director of the Company
14 That Sir John Sunderland be reappointed a Mgmt For For
Director of the Company
15 That PricewaterhouseCoopers LLP, Chartered Mgmt For For
Accountants and Statutory Auditors, be
reappointed as auditors of the Company to
hold office from the conclusion of this
meeting until the conclusion of the next
AGM at which accounts are laid before the
Company
16 That the Directors be authorised to set the Mgmt For For
remuneration of the auditors
17 That, in accordance with section 366 of the Mgmt For For
Companies Act 2006 (the 'Act') the Company
and any company which, at any time during
the period for which this resolution has
effect, is a subsidiary of the Company, be
and are hereby authorised to: (a) make
political donations to political
organisations not exceeding GBP 25,000 in
total; and (b) incur political expenditure
not exceeding GBP 100,000 in total, in each
case during the period commencing on the
date of this resolution and ending on the
date of the AGM of the Company to be held
in 2014 or on 30 June 2014, whichever is
the earlier, provided that the maximum
amounts referred to in (a) and (b) may
consist of sums in any currency converted
into Sterling at such rate as the Board may
in its absolute discretion determine. For
the purposes of this resolution, the terms
'political donations', 'political
organisations' and 'political expenditure'
shall have the meanings given to them in
sections 363 to 365 of the Act
18 That, in substitution for all existing Mgmt For For
authorities but without prejudice to any
authority granted pursuant to resolution 20
(if passed), the Directors be and are
hereby generally and unconditionally
authorised pursuant to section 551 of the
Act to exercise all the powers of the
Company to: (a) allot shares (as defined in
section 540 of the Act) in the Company or
grant rights to subscribe for or to convert
any security into shares in the Company up
to an aggregate nominal amount of GBP
1,111,721,894, USD 77,500,000, EUR
40,000,000 and YEN 4,000,000,000; and (b)
allot equity securities (as defined in
section 560 of the Act) up to an aggregate
nominal amount of GBP 2,143,443,788 (such
amount to be reduced by the aggregate
nominal amount of ordinary shares allotted
or rights to subscribe for or to convert
any securities into ordinary shares in the
Company granted under paragraph (a) of this
resolution 18) in connection with an offer
by way of a rights issue: (i) to ordinary
shareholders in proportion (as nearly as
may be practicable) to their existing
holdings; and (ii) to holders of other
equity securities (as defined in section
560 of the Act) as required by the rights
of those securities, or subject to such
rights, as the Directors otherwise consider
necessary, and so that the Directors may
impose any limits or restrictions and make
any arrangements which they consider
necessary or appropriate to deal with
treasury shares, fractional entitlements,
record dates, legal, regulatory or
practical problems in, or under the laws
of, any territory or any other matter, such
authorities to apply (unless previously
renewed, varied or revoked by the Company
in General Meeting) for the period expiring
at the end of the AGM of the Company to be
held in 2014 or until the close of business
on 30 June 2014, whichever is the earlier
but, in each case, so that the Company may
make offers and enter into agreements
before the authority expires which would,
or might require shares to be allotted or
rights to subscribe for or to convert any
security into shares to be granted after
the authority expires and the Directors may
allot shares or grant such rights under any
such offer or agreement as if the authority
had not expired
19 That, in substitution for all existing Mgmt For For
powers but without prejudice to any power
granted pursuant to resolution 21 (if
passed), and subject to the passing of
resolution 18, the Directors be generally
empowered pursuant to section 570 of the
Act to allot equity securities (as defined
in section 560 of the Act) for cash,
pursuant to the authority granted by
resolution 18 and/or where the allotment
constitutes an allotment of equity
securities by virtue of section 560(3) of
the Act, in each case free of the
restriction in section 561 of the Act, such
power to be limited: (a) to the allotment
of equity securities in connection with an
offer of equity securities (but in the case
of an allotment pursuant to the authority
granted by paragraph (b) of resolution 18,
such power shall be limited to the
allotment of equity securities in
connection with an offer by way of a rights
issue only): (i) to ordinary shareholders
in proportion (as nearly as may be
practicable) to their existing holdings;
and (ii) to holders of other equity
securities (as defined in section 560 of
the Act), as required by the rights of
those securities or, subject to such
rights, as the Directors otherwise consider
necessary, and so that the Directors may
impose any limits or restrictions and make
any arrangements which they consider
necessary or appropriate to deal with
treasury shares, fractional entitlements,
record dates, legal, regulatory or
practical problems in, or under the laws
of, any territory or any other matter; and
(b) to the allotment of equity securities,
pursuant to the authority granted by
paragraph (a) of resolution 18 and/or an
allotment which constitutes an allotment of
equity securities by virtue of section
560(3) of the Act (in each case otherwise
than in the circumstances set out in
paragraph (a) of this resolution) up to a
nominal amount of GBP 160,758,284
representing no more than 5% of the issued
ordinary share capital as at 28 February
2013; compliance with that limit shall be
calculated, in the case of equity
securities which are rights to subscribe
for, or to convert securities into,
ordinary shares (as defined in section 560
of the Act) by reference to the aggregate
nominal amount of relevant shares which may
be allotted pursuant to such rights, such
power to apply (unless previously renewed,
varied or revoked by the Company in General
Meeting) until the end of the Company's
next AGM after this resolution is passed
(or, if earlier, until the close of
business on 30 June 2014) but so that the
Company may make offers and enter into
agreements before the power expires which
would, or might, require equity securities
to be allotted after the power expires and
the Directors may allot equity securities
under any such offer or agreement as if the
power had not expired
20 That, in addition to any authority granted Mgmt For For
pursuant to resolution 18 (if passed), the
Directors be and are hereby generally and
unconditionally authorised pursuant to
section 551 of the Act to exercise all the
powers of the Company to allot shares (as
defined in section 540 of the Act) in the
Company or grant rights to subscribe for or
to convert any security into shares in the
Company up to an aggregate nominal amount
of GBP 825,000,000 in relation to any issue
by the Company or any member of the
Barclays Group of contingent equity
conversion notes that automatically convert
into or are exchanged for ordinary shares
in the Company in prescribed circumstances
('ECNs') where the Directors consider that
such an issuance of ECNs would be desirable
in connection with, or for the purposes of,
complying with or maintaining compliance
with the regulatory capital requirements or
targets applicable to the Barclays Group
from time to time, such authority to apply
(unless previously renewed, varied or
revoked by the Company in General Meeting)
until the end of the AGM of the Company to
be held in 2014 (or, if earlier, until the
close of business on 30 June 2014) but so
that the Company may make offers and enter
into agreements before the authority
expires which would, or might require
shares to be allotted or rights to
subscribe for or to convert any security
into shares to be granted after the
authority expires and the Directors may
allot shares or grant such rights under any
such offer or agreement as if the authority
had not expired
21 That, in addition to the power granted Mgmt For For
pursuant to resolution 19 (if passed), and
subject to the passing of resolution 20,
the Directors be generally empowered
pursuant to section 570 of the Act to allot
equity securities (as defined in section
560 of the Act) for cash pursuant to the
authority granted by resolution 20, free of
the restriction in section 561 of the Act,
such power to apply (unless previously
renewed, varied or revoked by the Company
in General Meeting) until the end of the
AGM of the Company to be held in 2014 (or,
if earlier, until the close of business on
30 June 2014) but so that the Company may
make offers and enter into agreements
before the power expires which would, or
might, require equity securities to be
allotted after the power expires and the
Directors may allot equity securities under
any such offer or agreement as if the power
had not expired
22 That the Company be generally and Mgmt For For
unconditionally authorised for the purposes
of section 701 of the Act to make market
purchases (within the meaning of section
693 of the Act) on the London Stock
Exchange of up to an aggregate of
1,286,066,272 ordinary shares of 25p each
in its capital, and may hold such shares as
treasury shares, provided that: (a) the
minimum price (exclusive of expenses) which
may be paid for each ordinary share is not
less than 25p; (b) the maximum price
(exclusive of expenses) which may be paid
for each ordinary share shall not be more
than the higher of: (i) 105% of the average
of the market values of the ordinary shares
(as derived from the Daily Official List of
the London Stock Exchange) for the five
business days immediately preceding the
date on which the purchase is made; and
(ii) that stipulated by Article 5(1) of the
Buy-back and Stabilisation Regulation (EC
2273/2003); and (c) unless previously
renewed, varied or revoked by the Company
in General Meeting, the authority conferred
by this resolution shall expire at the end
of the AGM of the Company to be held in
2014 or the close of business on 30 June
2014, whichever is the earlier (except in
relation to any purchase of shares the
contract for which was concluded before
such date and which would or might be
executed wholly or partly after such date)
23 That the Directors be and are hereby Mgmt For For
authorised to call general meetings (other
than an AGM) on not less than 14 clear
days' notice, such authority to expire at
the end of the AGM of the Company to be
held in 2014 or the close of business on 30
June 2014, whichever is the earlier
24 That the Directors be authorised to Mgmt For For
exercise the power contained in Article 132
of the Company's Articles of Association so
that, to the extent and on such terms and
conditions determined by the Directors, the
holders of ordinary shares be permitted to
elect to receive new ordinary shares
credited as fully paid instead of cash in
respect of all or part of any future
dividend (including any interim dividend),
declared or paid by the Directors or
declared by the Company in general meeting
(as the case may be), during the period
commencing on the date of this resolution
and ending on the earlier of 24 April 2018
and the beginning of the fifth AGM of the
Company following the date of this
resolution to the extent that the Directors
decide, at their discretion, to offer a
scrip dividend alternative in respect of
such dividend
25 That, subject to the passing of resolution Mgmt For For
24, article 132 of the Articles of
Association of the Company be and is hereby
altered by inserting the following as a new
article 132.10 immediately after the
full-stop at the end of article 132.9.2:
"For the purposes of this article 132, each
participant in the Company's dividend
reinvestment plan for holders of ordinary
shares (a "DRIP participant" and the "DRIP"
respectively) at midnight (UK time) on an
effective date to be determined at the
discretion of the board in connection with
the commencement of the Company's scrip
dividend programme (the "effective time")
(and whether or not the DRIP shall
subsequently be terminated or suspended)
shall be deemed to have elected to receive
ordinary shares, credited as fully paid,
instead of cash, on the terms and subject
to the conditions of the Company's scrip
dividend programme as from time to time in
force, in respect of the whole of each
dividend payable (but for such election)
after the effective time (and whether such
dividend is declared before, at or after
such an effective time) in respect of which
the right to receive such ordinary shares
instead of cash is made available, until
such time as such deemed election mandate
is revoked or deemed to be revoked in
accordance with the procedure established
by the board. The deemed election provided
for in the foregoing provision of this
article 132.10 shall not apply if and to
the extent that the board so determines at
any time and from time to time either for
all cases or in relation to any person or
class of persons or any holding of any
person or class of persons."
--------------------------------------------------------------------------------------------------------------------------
BASF SE, LUDWIGSHAFEN/RHEIN Agenda Number: 704328548
--------------------------------------------------------------------------------------------------------------------------
Security: D06216317
Meeting Type: AGM
Meeting Date: 26-Apr-2013
Ticker:
ISIN: DE000BASF111
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that for Registered Share Non-Voting
meetings in Germany there is now a
requirement that any shareholder who holds
an aggregate total of 3 per cent or more of
the outstanding share capital must register
under their beneficial owner details before
the appropriate deadline to be able to
vote. Failure to comply with the
declaration requirements as stipulated in
section 21 of the Securities Trade Act
(WpHG) may prevent the shareholder from
voting at the general meetings. Therefore,
your custodian may request that we register
beneficial owner data for all voted
accounts to the respective sub custodian.
If you require further information with
regard to whether such BO registration will
be conducted for your custodians accounts,
please contact your CSR for more
information. Please consider the following
link:
https://materials.proxyvote.com/Approved/99
999Z/19840101/OTHER_153994.PDF
The sub custodians have also advised that Non-Voting
voted shares are not blocked for trading
purposes i.e. they are only unavailable for
settlement. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent to
your CSR or Custodian. Failure to
de-register the shares before settlement
date could result in the settlement being
delayed. If you are considering settling a
traded voted position prior to the meeting
date of this event, please contact your CSR
or custodian to ensure your shares have
been deregistered.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
11.04.2013. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Presentation of the approved Financial Non-Voting
Statements of BASF SE and the approved
Consolidated Financial Statements of the
BASF Group for the financial year 2012;
presentation of the Managements Analyses of
BASF SE and the BASF Group for the
financial year 2012 including the
explanatory reports on the data according
to Section 289 (4) and Section 315 (4) of
the German Commercial Code; presentation of
the Report of the Supervisory Board
2. Adoption of a resolution on the Mgmt No vote
appropriation of profit
3. Adoption of a resolution giving formal Mgmt No vote
approval to the actions of the members of
the Supervisory Board
4. Adoption of a resolution giving formal Mgmt No vote
approval to the actions of the members of
the Board of Executive Directors
5. Election of the auditor for the financial Mgmt No vote
year 2013: KPMG AG
--------------------------------------------------------------------------------------------------------------------------
BEZEQ THE ISRAELI TELECOMMUNICATION CORP. LTD., TE Agenda Number: 704502005
--------------------------------------------------------------------------------------------------------------------------
Security: M2012Q100
Meeting Type: EGM
Meeting Date: 13-Jun-2013
Ticker:
ISIN: IL0002300114
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT AS A CONDITION OF VOTING, ISRAELI MARKET Non-Voting
REGULATIONS REQUIRE THAT YOU DISCLOSE
WHETHER YOU HAVE A CONTROLLING OR PERSONAL
INTEREST IN THIS COMPANY. SHOULD EITHER BE
THE CASE, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE SO THAT WE MAY LODGE
YOUR INSTRUCTIONS ACCORDINGLY. IF YOU DO
NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL
1 Approval of a transaction with Eurocom Mgmt For For
Communications Ltd. regarding an updated
agreement regarding the provision of
management and consulting services to the
company
--------------------------------------------------------------------------------------------------------------------------
BOUYGUES, PARIS Agenda Number: 704300499
--------------------------------------------------------------------------------------------------------------------------
Security: F11487125
Meeting Type: MIX
Meeting Date: 25-Apr-2013
Ticker:
ISIN: FR0000120503
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0304/201303041300554.pdf .PLEASE NOTE
THAT THIS IS A REVISION DUE TO ADDITION OF
URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0405/201304051301103.pdf. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
O.1 Approval of the annual corporate financial Mgmt For For
statements for the financial year ended
December 31, 2012
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year ended
December 31, 2012
O.3 Allocation of income and setting the Mgmt For For
dividend
O.4 Approval of the regulated agreements and Mgmt Against Against
commitments
O.5 Renewal of term of Mr. Yves Gabriel as Mgmt Against Against
Board member
O.6 Renewal of term of Mr. Patrick Kron as Mgmt Against Against
Board member
O.7 Renewal of term of Mrs. Colette Lewiner as Mgmt Against Against
Board member
O.8 Renewal of term of Mr. Jean Peyrelevade as Mgmt Against Against
Board member
O.9 Renewal of term of Mr. Francois-Henri Mgmt Against Against
Pinault as Board member
O.10 Renewal of term of the company SCDM as Mgmt Against Against
Board member
O.11 Appointment of Mrs. Rose-Marie Van Mgmt For For
Lerberghe as Board member
O.12 Appointment of Mr. Jean-Paul Chifflet as Mgmt Against Against
Board member
O.13 Election of Mrs. Sandra Nombret as Board Mgmt Against Against
member representing employee shareholders
O.14 Election of Mrs. Michele Vilain as Board Mgmt Against Against
member representing employee shareholders
O.15 Authorization granted to the Board of Mgmt Against Against
Directors to allow the Company to trade its
own shares
E.16 Authorization to be granted to the Board of Mgmt For For
Directors to reduce share capital by
cancellation of treasury shares of the
Company
E.17 Delegation of authority granted to the Mgmt For For
Board of Directors to increase share
capital while maintaining preferential
subscription rights by issuing shares and
any securities giving immediate and/or
future access to shares of the Company or
of one of its subsidiaries
E.18 Delegation of authority granted to the Mgmt For For
Board of Directors to increase share
capital by incorporation of reserves,
profits, premiums or other amounts
E.19 Delegation of authority granted to the Mgmt Against Against
Board of Directors to increase share
capital by public offering with
cancellation of preferential subscription
rights by issuing shares and any securities
giving immediate and/or future access to
shares of the Company or of one of its
subsidiaries
E.20 Delegation of authority granted to the Mgmt Against Against
Board of Directors to increase share
capital through private placement pursuant
to Article L.411-2, II of the Monetary and
Financial Code with cancellation of
preferential subscription rights by issuing
shares and any securities giving immediate
and/or future access to shares of the
Company or of one of its subsidiaries
E.21 Authorization granted to the Board of Mgmt Against Against
Directors to set the issue price of equity
securities to be issued immediately or in
the future according to the terms
established by the General Meeting, without
preferential subscription rights, by public
offering or through private placement
pursuant to Article L.411-2, II of the
Monetary and Financial Code
E.22 Authorization granted to the Board of Mgmt Against Against
Directors to increase the number of
issuable securities in case of capital
increase with or without preferential
subscription rights
E.23 Delegation of powers granted to the Board Mgmt For For
of Directors to increase share capital with
cancellation of preferential subscription
rights, in consideration for in-kind
contributions granted to the Company and
comprised of equity securities or
securities giving access to capital of
another company outside of public exchange
offer
E.24 Delegation of authority granted to the Mgmt Against Against
Board of Directors to increase share
capital with cancellation of preferential
subscription rights, in consideration for
contributions securities in case of public
exchange offer initiated by the Company
E.25 Delegation of authority granted to the Mgmt Against Against
Board of Directors to issue shares with
cancellation of preferential subscription
rights as a result of the issuance by a
subsidiary of securities giving access to
shares of the Company
E.26 Delegation of authority granted to the Mgmt For For
Board of Directors to issue any securities
entitling to the allotment of debt
securities
E.27 Delegation of authority granted to the Mgmt Against Against
Board of Directors to increase share
capital with cancellation of preferential
subscription rights in favor of employees
or corporate officers of the Company or
affiliated companies who are members of a
company savings plan
E.28 Authorization granted to the Board of Mgmt Against Against
Directors to carry out free allocations of
shares existing or to be issued with
cancellation of preferential subscription
rights to employees or corporate officers
of the Company or affiliated companies
E.29 Delegation of authority granted to the Mgmt Against Against
Board of Directors to issue share
subscription warrants during period of
public offer on shares of the Company
E.30 Authorization granted to the Board of Mgmt Against Against
Directors to use the various delegations of
authority and authorizations for share
capital increase during period of public
offer on shares of the Company
E.31 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
CHEVRON CORPORATION Agenda Number: 933786874
--------------------------------------------------------------------------------------------------------------------------
Security: 166764100
Meeting Type: Annual
Meeting Date: 29-May-2013
Ticker: CVX
ISIN: US1667641005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: L.F. DEILY Mgmt For For
1B. ELECTION OF DIRECTOR: R.E. DENHAM Mgmt For For
1C. ELECTION OF DIRECTOR: A.P. GAST Mgmt For For
1D. ELECTION OF DIRECTOR: E. HERNANDEZ Mgmt For For
1E. ELECTION OF DIRECTOR: G.L. KIRKLAND Mgmt For For
1F. ELECTION OF DIRECTOR: C.W. MOORMAN Mgmt For For
1G. ELECTION OF DIRECTOR: K.W. SHARER Mgmt For For
1H. ELECTION OF DIRECTOR: J.G. STUMPF Mgmt For For
1I. ELECTION OF DIRECTOR: R.D. SUGAR Mgmt For For
1J. ELECTION OF DIRECTOR: C. WARE Mgmt For For
1K. ELECTION OF DIRECTOR: J.S. WATSON Mgmt For For
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
4. APPROVAL OF AMENDMENTS TO LONG-TERM Mgmt For For
INCENTIVE PLAN
5. SHALE ENERGY OPERATIONS Shr Against For
6. OFFSHORE OIL WELLS Shr Against For
7. CLIMATE RISK Shr Against For
8. LOBBYING DISCLOSURE Shr Against For
9. CESSATION OF USE OF CORPORATE FUNDS FOR Shr Against For
POLITICAL PURPOSES
10. CUMULATIVE VOTING Shr Against For
11. SPECIAL MEETINGS Shr For Against
12. INDEPENDENT DIRECTOR WITH ENVIRONMENTAL Shr Against For
EXPERTISE
13. COUNTRY SELECTION GUIDELINES Shr For Against
--------------------------------------------------------------------------------------------------------------------------
CITIGROUP INC. Agenda Number: 933746375
--------------------------------------------------------------------------------------------------------------------------
Security: 172967424
Meeting Type: Annual
Meeting Date: 24-Apr-2013
Ticker: C
ISIN: US1729674242
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: MICHAEL L. CORBAT Mgmt For For
1B. ELECTION OF DIRECTOR: FRANZ B. HUMER Mgmt For For
1C. ELECTION OF DIRECTOR: ROBERT L. JOSS Mgmt For For
1D. ELECTION OF DIRECTOR: MICHAEL E. O'NEILL Mgmt For For
1E. ELECTION OF DIRECTOR: JUDITH RODIN Mgmt For For
1F. ELECTION OF DIRECTOR: ROBERT L. RYAN Mgmt For For
1G. ELECTION OF DIRECTOR: ANTHONY M. SANTOMERO Mgmt For For
1H. ELECTION OF DIRECTOR: JOAN E. SPERO Mgmt For For
1I. ELECTION OF DIRECTOR: DIANA L. TAYLOR Mgmt For For
1J. ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, Mgmt For For
JR.
1K. ELECTION OF DIRECTOR: ERNESTO ZEDILLO PONCE Mgmt For For
DE LEON
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG Mgmt For For
LLP AS CITI'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. ADVISORY APPROVAL OF CITI'S 2012 EXECUTIVE Mgmt For For
COMPENSATION.
4. AMENDMENT TO THE CITIGROUP 2009 STOCK Mgmt For For
INCENTIVE PLAN (RELATING TO DIVIDEND
EQUIVALENTS).
5. STOCKHOLDER PROPOSAL REQUESTING THAT Shr For Against
EXECUTIVES RETAIN A SIGNIFICANT PORTION OF
THEIR STOCK UNTIL REACHING NORMAL
RETIREMENT AGE.
6. STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
LOBBYING AND GRASSROOTS LOBBYING
CONTRIBUTIONS.
7. STOCKHOLDER PROPOSAL REQUESTING THAT THE Shr Against For
BOARD INSTITUTE A POLICY TO MAKE IT MORE
PRACTICAL TO DENY INDEMNIFICATION FOR
DIRECTORS.
--------------------------------------------------------------------------------------------------------------------------
COVIDIEN PLC Agenda Number: 933727779
--------------------------------------------------------------------------------------------------------------------------
Security: G2554F113
Meeting Type: Annual
Meeting Date: 20-Mar-2013
Ticker: COV
ISIN: IE00B68SQD29
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A) ELECTION OF DIRECTOR: JOSE E. ALMEIDA Mgmt For For
1B) ELECTION OF DIRECTOR: JOY A. AMUNDSON Mgmt For For
1C) ELECTION OF DIRECTOR: CRAIG ARNOLD Mgmt For For
1D) ELECTION OF DIRECTOR: ROBERT H. BRUST Mgmt For For
1E) ELECTION OF DIRECTOR: JOHN M. CONNORS, JR. Mgmt For For
1F) ELECTION OF DIRECTOR: CHRISTOPHER J. Mgmt For For
COUGHLIN
1G) ELECTION OF DIRECTOR: RANDALL J. HOGAN, III Mgmt For For
1H) ELECTION OF DIRECTOR: MARTIN D. MADAUS Mgmt For For
1I) ELECTION OF DIRECTOR: DENNIS H. REILLEY Mgmt For For
1J) ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO Mgmt For For
2 APPOINT THE INDEPENDENT AUDITORS AND Mgmt For For
AUTHORIZE THE AUDIT COMMITTEE TO SET THE
AUDITORS' REMUNERATION.
3 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
4 APPROVE THE AMENDED AND RESTATED COVIDIEN Mgmt For For
STOCK AND INCENTIVE PLAN.
5 AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY Mgmt For For
TO MAKE MARKET PURCHASES OF COMPANY SHARES.
S6 AUTHORIZE THE PRICE RANGE AT WHICH THE Mgmt For For
COMPANY CAN REISSUE SHARES IT HOLDS AS
TREASURY SHARES.
S7 AMEND ARTICLES OF ASSOCIATION TO EXPAND THE Mgmt For For
AUTHORITY TO EXECUTE INSTRUMENTS OF
TRANSFER.
8 ADVISORY VOTE ON THE CREATION OF Mgmt For For
MALLINCKRODT DISTRIBUTABLE RESERVES.
--------------------------------------------------------------------------------------------------------------------------
DEERE & COMPANY Agenda Number: 933725270
--------------------------------------------------------------------------------------------------------------------------
Security: 244199105
Meeting Type: Annual
Meeting Date: 27-Feb-2013
Ticker: DE
ISIN: US2441991054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN Mgmt For For
1B. ELECTION OF DIRECTOR: CRANDALL C. BOWLES Mgmt For For
1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN Mgmt For For
1D. ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, Mgmt For For
JR.
1E. ELECTION OF DIRECTOR: DIPAK C. JAIN Mgmt For For
1F. ELECTION OF DIRECTOR: CLAYTON M. JONES Mgmt For For
1G. ELECTION OF DIRECTOR: JOACHIM MILBERG Mgmt For For
1H. ELECTION OF DIRECTOR: RICHARD B. MYERS Mgmt For For
1I. ELECTION OF DIRECTOR: THOMAS H. PATRICK Mgmt For For
1J. ELECTION OF DIRECTOR: AULANA L. PETERS Mgmt For For
1K. ELECTION OF DIRECTOR: SHERRY M. SMITH Mgmt For For
2. ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
3. RE-APPROVAL OF THE JOHN DEERE MID-TERM Mgmt For For
INCENTIVE PLAN.
4. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS DEERE'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG, BONN Agenda Number: 704385839
--------------------------------------------------------------------------------------------------------------------------
Security: D2035M136
Meeting Type: AGM
Meeting Date: 16-May-2013
Ticker:
ISIN: DE0005557508
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that for Registered Share Non-Voting
meetings in Germany there is now a
requirement that any shareholder who holds
an aggregate total of 3 per cent or more of
the outstanding share capital must register
under their beneficial owner details before
the appropriate deadline to be able to
vote. Failure to comply with the
declaration requirements as stipulated in
section 21 of the Securities Trade Act
(WpHG) may prevent the shareholder from
voting at the general meetings. Therefore,
your custodian may request that we register
beneficial owner data for all voted
accounts to the respective sub custodian.
If you require further information with
regard to whether such BO registration will
be conducted for your custodian's accounts,
please contact your CSR for more
information.
The sub custodians have advised that voted Non-Voting
shares are not blocked for trading purposes
i.e. they are only unavailable for
settlement. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent to
your CSR or Custodian. Failure to
de-register the shares before settlement
date could result in the settlement being
delayed. Please also be aware that although
some issuers permit the deregistration of
shares at deregistration date, some shares
may remain registered up until meeting
date. If you are considering settling a
traded voted position prior to the meeting
date of this event, please contact your CSR
or custodian to ensure your shares have
been deregistered.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 01 Non-Voting
MAY 2013. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Submissions to the shareholders' meeting Non-Voting
pursuant to section 176 (1) sentence 1 of
the AktG (Aktiengesetz - German Stock
Corporation Act)
2. Resolution on the appropriation of net Mgmt No vote
income
3. Resolution on the approval of the actions Mgmt No vote
of the members of the Board of Management
for the 2012 financial year
4. Resolution on the approval of the actions Mgmt No vote
of the members of the Supervisory Board for
the 2012 financial year
5. Resolution on the appointment of the Mgmt No vote
independent auditor and the Group auditor
for the 2013 financial year as well as the
independent auditor to review the condensed
financial statements and the interim
management report pursuant to section 37w,
section 37y no. 2 WpHG
(Wertpapierhandelsgesetz - German
Securities Trading Act) in the 2013
financial year: PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, Frankfurt
am Main
6. Election of a Supervisory Board member: Ms. Mgmt No vote
Sari Baldauf
7. Election of a Supervisory Board member: Mgmt No vote
Prof. Ulrich Lehner
8. Resolution on the amendment to Supervisory Mgmt No vote
Board remuneration and the related
amendment to section 13 Articles of
Incorporation
9. Resolution on the cancellation of Mgmt No vote
contingent capital II and the related
amendment to section 5 Articles of
Incorporation
10. Resolution on the cancellation of Mgmt No vote
authorized capital 2009/I and the creation
of authorized capital 2013 for cash and/or
non-cash contributions, with the
authorization to exclude subscription
rights and the relevant amendment to the
Articles of Incorporation
11. Resolution on approval of a control and Mgmt No vote
profit and loss transfer agreement with
PASM Power and Air Condition Solution
Management GmbH
12. Resolution regarding approval of the Mgmt No vote
amendment to the profit and loss transfer
agreement with GMG Generalmietgesellschaft
mbH
13. Resolution regarding approval of the Mgmt No vote
amendment to the profit and loss transfer
agreement with DeTeMedien, Deutsche Telekom
Medien GmbH
14. Resolution regarding approval of the Mgmt No vote
amendment to the control agreement with GMG
Generalmietgesellschaft mbH
15. Resolution regarding approval of the Mgmt No vote
amendment to the control agreement with
DeTeMedien, Deutsche Telekom Medien GmbH
--------------------------------------------------------------------------------------------------------------------------
DISCOVER FINANCIAL SERVICES Agenda Number: 933737097
--------------------------------------------------------------------------------------------------------------------------
Security: 254709108
Meeting Type: Annual
Meeting Date: 17-Apr-2013
Ticker: DFS
ISIN: US2547091080
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JEFFREY S. ARONIN Mgmt For For
1B. ELECTION OF DIRECTOR: MARY K. BUSH Mgmt For For
1C. ELECTION OF DIRECTOR: GREGORY C. CASE Mgmt For For
1D. ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN Mgmt For For
1E. ELECTION OF DIRECTOR: RICHARD H. LENNY Mgmt For For
1F. ELECTION OF DIRECTOR: THOMAS G. MAHERAS Mgmt For For
1G. ELECTION OF DIRECTOR: MICHAEL H. MOSKOW Mgmt For For
1H. ELECTION OF DIRECTOR: DAVID W. NELMS Mgmt For For
1I. ELECTION OF DIRECTOR: E. FOLLIN SMITH Mgmt For For
1J. ELECTION OF DIRECTOR: MARK A. THIERER Mgmt For For
1K. ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
3. TO RATIFY THE APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------------------------------------------------
DNB ASA, OSLO Agenda Number: 704410048
--------------------------------------------------------------------------------------------------------------------------
Security: R1812S105
Meeting Type: AGM
Meeting Date: 30-Apr-2013
Ticker:
ISIN: NO0010031479
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT Non-Voting
NEED TO BE RE-REGISTERED IN THE BENEFICIAL
OWNERS NAME TO BE ALLOWED TO VOTE AT
MEETINGS. SHARES WILL BE TEMPORARILY
TRANSFERRED TO A SEPARATE ACCOUNT IN THE
BENEFICIAL OWNER'S NAME ON THE PROXY
DEADLINE AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE
MEETING.
CMMT BLOCKING SHOULD ALWAYS BE APPLIED, RECORD Non-Voting
DATE OR NOT.
1 Opening of the General Meeting by the Non-Voting
chairman of the Supervisory Board
2 Approval of the notice of the General Mgmt No vote
Meeting and the agenda
3 Election of a person to sign the minutes of Mgmt No vote
the General Meeting along with the chairman
4 Approval of remuneration rates for members Mgmt No vote
of the Supervisory Board, Control Committee
and Election Committee in line with the
recommendation given
5 Approval of the auditor's remuneration Mgmt No vote
6 Approval of the 2012 annual report and Mgmt No vote
accounts, including the distribution of
dividends
7 The Election Committee unanimously Mgmt No vote
recommends the election of the following
twelve members to the Supervisory Board,
with a term of office of up to two years:
Amund Skarholt (re-election), Inge Andersen
(re-election), Sondre Gravir (new), Jorgen
Ole Haslestad (new), Nalan Koc
(re-election), Kristine Landmark (new),
Thomas Leire (re-election), Torild
Skogsholm (new), Merete Smith
(re-election), Stale Svenning
(re-election), Turid M. Sorensen
(re-election), Gine Wang (re-election); In
addition, the Supervisory Board comprises
the following members: Nils Halvard
Bastiansen, Toril Eidesvik, Camilla Grieg,
Eldbjorg Lower, Helge Mogster, Ole Robert
Reitan, Gudrun B. Rollefsen and Randi Eek
Thorsen In addition, the Election
Committee recommends the election of the
following ten deputies to Supervisory
Board, with a term of CONTD
CONT CONTD office of up to two years: Erik Non-Voting
Buchmann (re-election) Harriet Hagan
(re-election) Bente Hagem (re-election),
Liv Johannson (re-election), Herman Mehren
(re-election), Gry Nilsen (re-election),
Asbjorn Olsen (re-election), Oddbjorn
Paulsen (re-election), Anne Bjorg Thoen
(re-election), Elsbeth Sande Tronstad
(re-election)
8 Election of two members to the Election Mgmt No vote
Committee in line with the recommendation
given: Camilla Grieg, Karl Moursund
9 The Election Committee unanimously Mgmt No vote
recommends the election of the following
four members to the Control Committee, and
among these the committee chairman and
vice-chairman, with a term of office of up
to two years: Frode Hassel
(chairman)(re-election), Thorstein overland
(vice-chairman) (re-election), Karl Olav
Hovden (re-election), Vigdis Merete
Almestad (re-election). In addition, the
Election Committee recommends the election
of the following two deputies to Control
Committee, with a term of office of up to
two years: Ida Espolin Johnson
(re-election), Agnar Langeland (new)
10 Authorisation to the Board of Directors for Mgmt No vote
the repurchase of shares
11.A Statement from the Board of Director in Mgmt No vote
connection with remuneration to senior
executives: Suggested guidelines
11.B Statement from the Board of Director in Mgmt No vote
connection with remuneration to senior
executives: Binding guidelines
12 Corporate governance Mgmt No vote
13 Items notified by shareholder Sverre T. Non-Voting
Evensen: A financial structure for a new
real economy, Financial services
innovation, Absolute requirements
regarding the assignment of roles
and impartiality, Selection of board
members, Board committee for shared
financial responsibility, authorisation and
common interests
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN TEXT OF RESOLUTION 13. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
E.ON SE, DUESSELDORF Agenda Number: 704344922
--------------------------------------------------------------------------------------------------------------------------
Security: D24914133
Meeting Type: AGM
Meeting Date: 03-May-2013
Ticker:
ISIN: DE000ENAG999
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that for Registered Share Non-Voting
meetings in Germany there is now a
requirement that any shareholder who holds
an aggregate total of 3 per cent or more of
the outstanding share capital must register
under their beneficial owner details before
the appropriate deadline to be able to
vote. Failure to comply with the
declaration requirements as stipulated in
section 21 of the Securities Trade Act
(WpHG) may prevent the shareholder from
voting at the general meetings. Therefore,
your custodian may request that we register
beneficial owner data for all voted
accounts to the respective sub custodian.
If you require further information with
regard to whether such BO registration will
be conducted for your custodian's accounts,
please contact your CSR for more
information.
https://materials.proxyvote.com/Approved/99
999Z/19840101/OTHER_153994.PDF
The sub custodians have also advised that Non-Voting
voted shares are not blocked for trading
purposes i.e. they are only unavailable for
settlement. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent to
your CSR or Custodian. Failure to
de-register the shares before settlement
date could result in the settlement being
delayed. If you are considering settling a
traded voted position prior to the meeting
date of this event, please contact your CSR
or custodian to ensure your shares have
been deregistered.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
18.04.2013. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Presentation of the adopted Annual Non-Voting
Financial Statements and the approved
Consolidated Financial Statements for the
2012 financial year, along with the
Management Report Summary for E.ON SE and
the E.ON Group and the Report of the
Supervisory Board as well as the
Explanatory Report of the Board of
Management regarding the statements
pursuant to Sections 289 para. 4, 315 para.
4 and Section 289 para. 5 German Commercial
Code (Handelsgesetzbuch-HGB)
2. Appropriation of balance sheet profits from Mgmt No vote
the 2012 financial year
3. Discharge of the Board of Management for Mgmt No vote
the 2012 financial year
4. Discharge of the Supervisory Board for the Mgmt No vote
2012 financial year
5.a Election of the auditor for the 2013 Mgmt No vote
financial year as well as for the
inspection of financial statements:
Election of PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftspruefungsgesellschaft,
Duesseldorf, as the auditor for the annual
as well as the consolidated financial
statements for the 2013 financial year.
5.b Election of the auditor for the 2013 Mgmt No vote
financial year as well as for the
inspection of financial statements:
Election of PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftspruefungsgesellschaft,
Duesseldorf, as the auditor for the
inspection of the abbreviated financial
statements and the interim management
report for the first half of the 2013
financial year
6.a Election of the Supervisory Board: Ms Mgmt No vote
Baroness Denise Kingsmill CBE
6.b Election of the Supervisory Board: Mr Prof. Mgmt No vote
Dr. Ulrich Lehner
6.c Election of the Supervisory Board: Mr Rene Mgmt No vote
Obermann
6.d Election of the Supervisory Board: Ms Dr. Mgmt No vote
Karen de Segundo
6.e Election of the Supervisory Board: Mr Dr. Mgmt No vote
Theo Siegert
6.f Election of the Supervisory Board: Mr Mgmt No vote
Werner Wenning
7. Approval of the compensation system Mgmt No vote
applying to the members of the Board of
Management
8. Remuneration of the first Supervisory Board Mgmt No vote
of E.ON SE
--------------------------------------------------------------------------------------------------------------------------
EDISON INTERNATIONAL Agenda Number: 933744725
--------------------------------------------------------------------------------------------------------------------------
Security: 281020107
Meeting Type: Annual
Meeting Date: 25-Apr-2013
Ticker: EIX
ISIN: US2810201077
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JAGJEET S. BINDRA Mgmt For For
1B. ELECTION OF DIRECTOR: VANESSA C.L. CHANG Mgmt For For
1C. ELECTION OF DIRECTOR: FRANCE A. CORDOVA Mgmt For For
1D. ELECTION OF DIRECTOR: THEODORE F. CRAVER, Mgmt For For
JR.
1E. ELECTION OF DIRECTOR: BRADFORD M. FREEMAN Mgmt For For
1F. ELECTION OF DIRECTOR: LUIS G. NOGALES Mgmt For For
1G. ELECTION OF DIRECTOR: RONALD L. OLSON Mgmt For For
1H. ELECTION OF DIRECTOR: RICHARD T. Mgmt For For
SCHLOSBERG, III
1I. ELECTION OF DIRECTOR: THOMAS C. SUTTON Mgmt For For
1J. ELECTION OF DIRECTOR: PETER J. TAYLOR Mgmt For For
1K. ELECTION OF DIRECTOR: BRETT WHITE Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF THE Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
3. ADVISORY VOTE TO APPROVE THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION
4. SHAREHOLDER PROPOSAL REGARDING AN Shr Against For
INDEPENDENT BOARD CHAIRMAN
--------------------------------------------------------------------------------------------------------------------------
EMERSON ELECTRIC CO. Agenda Number: 933717261
--------------------------------------------------------------------------------------------------------------------------
Security: 291011104
Meeting Type: Annual
Meeting Date: 05-Feb-2013
Ticker: EMR
ISIN: US2910111044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
C.A.H. BOERSIG* Mgmt For For
J.B. BOLTEN* Mgmt For For
M.S. LEVATICH* Mgmt For For
R.L. STEPHENSON* Mgmt For For
A.A. BUSCH III# Mgmt For For
2. APPROVAL, BY NON-BINDING ADVISORY VOTE, OF Mgmt For For
EMERSON ELECTRIC CO. EXECUTIVE
COMPENSATION.
3. RATIFICATION OF KPMG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
4. APPROVAL OF AN AMENDMENT TO THE RESTATED Mgmt For For
ARTICLES OF INCORPORATION TO DECLASSIFY THE
BOARD OF DIRECTORS.
5. APPROVAL OF THE STOCKHOLDER PROPOSAL Shr Against For
REQUESTING THE ISSUANCE OF A SUSTAINABILITY
REPORT AS DESCRIBED IN THE PROXY STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
ENI SPA, ROMA Agenda Number: 703951271
--------------------------------------------------------------------------------------------------------------------------
Security: T3643A145
Meeting Type: MIX
Meeting Date: 16-Jul-2012
Ticker:
ISIN: IT0003132476
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING IDS 100002 AND 101648 DUE TO OGM
AND EGM CHANGED TO MIX MEETING. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE Non-Voting
AGENDA IS AVAILABLE BY CLICKING ON THE URL
LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_133197.PDF
E.1 Cancellation of Eni treasury shares, Mgmt For For
without reduction of the share capital,
subject to elimination of the par value of
the shares and consequent amendments to
article 5.1 of the By-laws; related and
consequent resolutions
O.1 New buy-back plan of Eni shares; related Mgmt For For
and consequent resolutions
--------------------------------------------------------------------------------------------------------------------------
ENI SPA, ROMA Agenda Number: 704380031
--------------------------------------------------------------------------------------------------------------------------
Security: T3643A145
Meeting Type: OGM
Meeting Date: 10-May-2013
Ticker:
ISIN: IT0003132476
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Eni S.P.A. Financial Statements at December Mgmt For For
31, 2012 related resolutions Eni
Consolidated Financial Statements at
December 31, 2012 reports of the directors,
of the board of statutory auditors and of
the audit firm
2 Allocation of net profit Mgmt For For
3 Remuneration report: Policy on remuneration Mgmt For For
4 Authorisation of buy-back plan of Eni Mgmt For For
shares after first cancelling the previous
buy-back plan authorised by the
shareholders' meeting on July 16, 2012,
with respect to that portion not
implemented related and consequent
resolutions
CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE Non-Voting
AGENDA IS AVAILABLE BY CLICKING ON THE URL
LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_161709.PDF
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL URL LINKS. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
EXXON MOBIL CORPORATION Agenda Number: 933791243
--------------------------------------------------------------------------------------------------------------------------
Security: 30231G102
Meeting Type: Annual
Meeting Date: 29-May-2013
Ticker: XOM
ISIN: US30231G1022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
M.J. BOSKIN Mgmt For For
P. BRABECK-LETMATHE Mgmt For For
U.M. BURNS Mgmt For For
L.R. FAULKNER Mgmt For For
J.S. FISHMAN Mgmt For For
H.H. FORE Mgmt For For
K.C. FRAZIER Mgmt For For
W.W. GEORGE Mgmt For For
S.J. PALMISANO Mgmt For For
S.S REINEMUND Mgmt For For
R.W. TILLERSON Mgmt For For
W.C. WELDON Mgmt For For
E.E. WHITACRE, JR. Mgmt For For
2. RATIFICATION OF INDEPENDENT AUDITORS (PAGE Mgmt For For
60)
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt Against Against
COMPENSATION (PAGE 61)
4. INDEPENDENT CHAIRMAN (PAGE 63) Shr For Against
5. MAJORITY VOTE FOR DIRECTORS (PAGE 64) Shr Against For
6. LIMIT DIRECTORSHIPS (PAGE 65) Shr Against For
7. REPORT ON LOBBYING (PAGE 66) Shr Against For
8. POLITICAL CONTRIBUTIONS POLICY (PAGE 67) Shr Against For
9. AMENDMENT OF EEO POLICY (PAGE 69) Shr Against For
10. REPORT ON NATURAL GAS PRODUCTION (PAGE 70) Shr Against For
11. GREENHOUSE GAS EMISSIONS GOALS (PAGE 72) Shr Against For
--------------------------------------------------------------------------------------------------------------------------
FORD MOTOR COMPANY Agenda Number: 933751720
--------------------------------------------------------------------------------------------------------------------------
Security: 345370860
Meeting Type: Annual
Meeting Date: 09-May-2013
Ticker: F
ISIN: US3453708600
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: STEPHEN G. BUTLER Mgmt For For
1B. ELECTION OF DIRECTOR: KIMBERLY A. CASIANO Mgmt For For
1C. ELECTION OF DIRECTOR: ANTHONY F. EARLEY, Mgmt For For
JR.
1D. ELECTION OF DIRECTOR: EDSEL B. FORD II Mgmt For For
1E. ELECTION OF DIRECTOR: WILLIAM CLAY FORD, Mgmt For For
JR.
1F. ELECTION OF DIRECTOR: RICHARD A. GEPHARDT Mgmt For For
1G. ELECTION OF DIRECTOR: JAMES H. HANCE, JR. Mgmt For For
1H. ELECTION OF DIRECTOR: WILLIAM W. HELMAN IV Mgmt For For
1I. ELECTION OF DIRECTOR: JON M. HUNTSMAN, JR. Mgmt For For
1J. ELECTION OF DIRECTOR: RICHARD A. MANOOGIAN Mgmt Against Against
1K. ELECTION OF DIRECTOR: ELLEN R. MARRAM Mgmt For For
1L. ELECTION OF DIRECTOR: ALAN MULALLY Mgmt For For
1M. ELECTION OF DIRECTOR: HOMER A. NEAL Mgmt For For
1N. ELECTION OF DIRECTOR: GERALD L. SHAHEEN Mgmt For For
1O. ELECTION OF DIRECTOR: JOHN L. THORNTON Mgmt For For
2. RATIFICATION OF SELECTION OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
3. SAY ON PAY - AN ADVISORY VOTE TO APPROVE Mgmt For For
THE COMPENSATION OF THE NAMED EXECUTIVES.
4. APPROVAL OF THE TERMS OF THE COMPANY'S Mgmt Against Against
ANNUAL INCENTIVE COMPENSATION PLAN.
5. APPROVAL OF THE TERMS OF THE COMPANY'S 2008 Mgmt Against Against
LONG-TERM INCENTIVE PLAN.
6. APPROVAL OF THE TAX BENEFIT PRESERVATION Mgmt For For
PLAN.
7. RELATING TO CONSIDERATION OF A Shr For Against
RECAPITALIZATION PLAN TO PROVIDE THAT ALL
OF THE COMPANY'S OUTSTANDING STOCK HAVE ONE
VOTE PER SHARE.
8. RELATING TO ALLOWING HOLDERS OF 10% OF Shr For Against
OUTSTANDING COMMON STOCK TO CALL SPECIAL
MEETING OF SHAREHOLDERS.
--------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY Agenda Number: 933750196
--------------------------------------------------------------------------------------------------------------------------
Security: 369604103
Meeting Type: Annual
Meeting Date: 24-Apr-2013
Ticker: GE
ISIN: US3696041033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A1 ELECTION OF DIRECTOR: W. GEOFFREY BEATTIE Mgmt For For
A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN Mgmt For For
A3 ELECTION OF DIRECTOR: JAMES I. CASH, JR. Mgmt For For
A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA Mgmt For For
A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS Mgmt For For
A6 ELECTION OF DIRECTOR: ANN M. FUDGE Mgmt For For
A7 ELECTION OF DIRECTOR: SUSAN HOCKFIELD Mgmt For For
A8 ELECTION OF DIRECTOR: JEFFREY R. IMMELT Mgmt For For
A9 ELECTION OF DIRECTOR: ANDREA JUNG Mgmt For For
A10 ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
A11 ELECTION OF DIRECTOR: RALPH S. LARSEN Mgmt For For
A12 ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For
A13 ELECTION OF DIRECTOR: JAMES J. MULVA Mgmt For For
A14 ELECTION OF DIRECTOR: MARY L. SCHAPIRO Mgmt For For
A15 ELECTION OF DIRECTOR: ROBERT J. SWIERINGA Mgmt For For
A16 ELECTION OF DIRECTOR: JAMES S. TISCH Mgmt For For
A17 ELECTION OF DIRECTOR: DOUGLAS A. WARNER III Mgmt For For
B1 ADVISORY APPROVAL OF OUR NAMED EXECUTIVES' Mgmt For For
COMPENSATION
B2 RATIFICATION OF SELECTION OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
C1 CESSATION OF ALL STOCK OPTIONS AND BONUSES Shr Against For
C2 DIRECTOR TERM LIMITS Shr Against For
C3 INDEPENDENT CHAIRMAN Shr Against For
C4 RIGHT TO ACT BY WRITTEN CONSENT Shr Against For
C5 EXECUTIVES TO RETAIN SIGNIFICANT STOCK Shr For Against
C6 MULTIPLE CANDIDATE ELECTIONS Shr Against For
--------------------------------------------------------------------------------------------------------------------------
HENNES & MAURITZ AB H&M, STOCKHOLM Agenda Number: 704344768
--------------------------------------------------------------------------------------------------------------------------
Security: W41422101
Meeting Type: AGM
Meeting Date: 23-Apr-2013
Ticker:
ISIN: SE0000106270
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN Non-Voting
SWEDEN ACCEPT ABSTAIN AS A VALID VOTE
OPTION. THANK YOU
1 Opening of the AGM Non-Voting
2 Election of a chairman for the AGM: Non-Voting
Proposed by the Election Committee: the
lawyer Sven Unger is proposed as chairman
of the AGM
3 Address by Managing Director Karl-Johan Non-Voting
Persson followed by an opportunity to ask
questions about the company
4 Establishment and approval of voting list Non-Voting
5 Approval of the agenda Non-Voting
6 Election of people to check the minutes Non-Voting
7 Examination of whether the meeting was duly Non-Voting
convened
8A Presentation of the annual accounts and Non-Voting
auditor's report as well as the
consolidated accounts and consolidated
auditor's report, and auditor's statement
on whether the guidelines for remuneration
to senior executives applicable since the
last AGM have been followed
8B Statement by the company's auditor and the Non-Voting
chairman of the Auditing Committee
8C Statement by the Chairman of the Board on Non-Voting
the work of the Board
8D Statement by the chairman of the Election Non-Voting
Committee on the work of the Election
Committee
9A Resolution: Adoption of the income Mgmt For For
statement and balance sheet as well as the
consolidated income statement and
consolidated balance sheet
9B Resolution: Disposal of the company's Mgmt For For
earnings in accordance with the adopted
balance sheets, and record date. The Board
has proposed a dividend to the shareholders
of SEK 9.50 per share. The Board of
Directors has proposed Friday 26 April as
the record date. If the resolution is
passed, dividends are expected to be paid
out by Euroclear Sweden AB on Thursday 2
May 2013
9C Resolution: Discharge of the members of the Mgmt For For
Board and Managing Director from liability
to the company
10 Establishment of the number of Board Mgmt For For
members and deputy Board members
11 Establishment of fees to the Board and Mgmt For For
auditors
12 Election of Board members and Chairman of Mgmt For For
the Board: The Election Committee proposes
the following Board of Directors.
Re-election of all current Board members:
Mia Brunell Livfors, Anders Dahlvig, Lottie
Knutson, Sussi Kvart, Bo Lundquist, Stefan
Persson, Melker Schorling and Christian
Sievert. Chairman of the Board: re-election
of Stefan Persson
13 Election of auditor. The Election Committee Mgmt For For
proposes that the registered audit firm
Ernst & Young AB be elected as the
company's auditor for a 4-year mandate
period, i.e. up to and including the Annual
General Meeting to be held in 2017. Ernst &
Young AB has notified that if the AGM
approves the proposal, authorised public
accountant Asa Lundvall will be the
auditor-in-charge
14 Elect Stefan Persson, Lottie Tham, Liselott Mgmt Against Against
Ledin, Jan Andersson and Anders Oscarsson
to the nominating committee approve
nominating committee guidelines
15 Resolution on guidelines for remuneration Mgmt For For
to senior executives
16 Resolution amending the basis for Mgmt For For
contributions to the H&M Incentive Program
17 Closing of the AGM Non-Voting
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION OF THE TEXT OF THE RESOLUTION
NO. 14. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
HOLLYFRONTIER CORPORATION Agenda Number: 933765476
--------------------------------------------------------------------------------------------------------------------------
Security: 436106108
Meeting Type: Annual
Meeting Date: 15-May-2013
Ticker: HFC
ISIN: US4361061082
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: DOUGLAS Y. BECH Mgmt For For
1B. ELECTION OF DIRECTOR: BUFORD P. BERRY Mgmt For For
1C. ELECTION OF DIRECTOR: LELDON E. ECHOLS Mgmt For For
1D. ELECTION OF DIRECTOR: R. KEVIN HARDAGE Mgmt For For
1E. ELECTION OF DIRECTOR: MICHAEL C. JENNINGS Mgmt For For
1F. ELECTION OF DIRECTOR: ROBERT J. KOSTELNIK Mgmt For For
1G. ELECTION OF DIRECTOR: JAMES H. LEE Mgmt For For
1H. ELECTION OF DIRECTOR: ROBERT G. MCKENZIE Mgmt For For
1I. ELECTION OF DIRECTOR: FRANKLIN MYERS Mgmt For For
1J. ELECTION OF DIRECTOR: MICHAEL E. ROSE Mgmt For For
1K. ELECTION OF DIRECTOR: TOMMY A. VALENTA Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY'S REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR.
--------------------------------------------------------------------------------------------------------------------------
HONEYWELL INTERNATIONAL INC. Agenda Number: 933739368
--------------------------------------------------------------------------------------------------------------------------
Security: 438516106
Meeting Type: Annual
Meeting Date: 22-Apr-2013
Ticker: HON
ISIN: US4385161066
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GORDON M. BETHUNE Mgmt For For
1B. ELECTION OF DIRECTOR: KEVIN BURKE Mgmt For For
1C. ELECTION OF DIRECTOR: JAIME CHICO PARDO Mgmt For For
1D. ELECTION OF DIRECTOR: DAVID M. COTE Mgmt For For
1E. ELECTION OF DIRECTOR: D. SCOTT DAVIS Mgmt For For
1F. ELECTION OF DIRECTOR: LINNET F. DEILY Mgmt For For
1G. ELECTION OF DIRECTOR: JUDD GREGG Mgmt For For
1H. ELECTION OF DIRECTOR: CLIVE HOLLICK Mgmt For For
1I. ELECTION OF DIRECTOR: GRACE D. LIEBLEIN Mgmt For For
1J. ELECTION OF DIRECTOR: GEORGE PAZ Mgmt For For
1K. ELECTION OF DIRECTOR: BRADLEY T. SHEARES Mgmt For For
1L. ELECTION OF DIRECTOR: ROBIN L. WASHINGTON Mgmt For For
2. APPROVAL OF INDEPENDENT ACCOUNTANTS. Mgmt For For
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
4. INDEPENDENT BOARD CHAIRMAN. Shr For Against
5. RIGHT TO ACT BY WRITTEN CONSENT. Shr For Against
6. ELIMINATE ACCELERATED VESTING IN A CHANGE Shr For Against
IN CONTROL.
--------------------------------------------------------------------------------------------------------------------------
IMPERIAL TOBACCO GROUP PLC Agenda Number: 704209433
--------------------------------------------------------------------------------------------------------------------------
Security: G4721W102
Meeting Type: AGM
Meeting Date: 30-Jan-2013
Ticker:
ISIN: GB0004544929
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Report and Accounts Mgmt For For
2 Directors' Remuneration Report Mgmt For For
3 To declare a final dividend Mgmt For For
4 To re-elect Dr K M Burnett Mgmt For For
5 To re-elect Mrs A J Cooper Mgmt For For
6 To re-elect Mr R Dyrbus Mgmt For For
7 To elect Mr D J Haines Mgmt For For
8 To re-elect Mr M H C Herlihy Mgmt For For
9 To re-elect Ms S E Murray Mgmt For For
10 To re-elect Mr I J G Napier Mgmt For For
11 To elect Mr M R Phillips Mgmt For For
12 To re-elect Mr B Setrakian Mgmt For For
13 To re-elect Mr M D Williamson Mgmt For For
14 To re-elect Mr M I Wyman Mgmt For For
15 That PricewaterhouseCoopers LLP be Mgmt For For
reappointed as Auditor of the Company to
hold office until the conclusion of the
next general meeting at which accounts are
laid before the Company
16 Remuneration of Auditors Mgmt For For
17 Donations to political organisations Mgmt For For
18 Authority to allot securities Mgmt For For
19 Share Matching Scheme renewal Mgmt For For
20 Long Term Incentive Plan renewal Mgmt For For
21 International Sharesave Plan renewal Mgmt For For
22 Disapplication of pre-emption rights Mgmt For For
23 Purchase of own shares Mgmt For For
24 That a general meeting of the Company other Mgmt For For
than an AGM of the Company may be called on
not less than 14 clear days' notice
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN TEXT OF RESOLUTION 11. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP. Agenda Number: 933744004
--------------------------------------------------------------------------------------------------------------------------
Security: 459200101
Meeting Type: Annual
Meeting Date: 30-Apr-2013
Ticker: IBM
ISIN: US4592001014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: A.J.P. BELDA Mgmt For For
1B. ELECTION OF DIRECTOR: W.R. BRODY Mgmt For For
1C. ELECTION OF DIRECTOR: K.I. CHENAULT Mgmt For For
1D. ELECTION OF DIRECTOR: M.L. ESKEW Mgmt For For
1E. ELECTION OF DIRECTOR: D.N. FARR Mgmt For For
1F. ELECTION OF DIRECTOR: S.A. JACKSON Mgmt For For
1G. ELECTION OF DIRECTOR: A.N. LIVERIS Mgmt For For
1H. ELECTION OF DIRECTOR: W.J. MCNERNEY, JR. Mgmt For For
1I. ELECTION OF DIRECTOR: J.W. OWENS Mgmt For For
1J. ELECTION OF DIRECTOR: V.M. ROMETTY Mgmt For For
1K. ELECTION OF DIRECTOR: J.E. SPERO Mgmt For For
1L. ELECTION OF DIRECTOR: S. TAUREL Mgmt For For
1M. ELECTION OF DIRECTOR: L.H. ZAMBRANO Mgmt For For
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 71)
3. ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
(PAGE 72)
4. STOCKHOLDER PROPOSAL FOR DISCLOSURE OF Shr Against For
LOBBYING POLICIES AND PRACTICES (PAGE 73)
5. STOCKHOLDER PROPOSAL ON THE RIGHT TO ACT BY Shr For Against
WRITTEN CONSENT (PAGE 74)
6. STOCKHOLDER PROPOSAL ON INDEPENDENT BOARD Shr For Against
CHAIR (PAGE 75)
7. STOCKHOLDER PROPOSAL FOR EXECUTIVES TO Shr For Against
RETAIN SIGNIFICANT STOCK (PAGE 76)
--------------------------------------------------------------------------------------------------------------------------
JOHNSON & JOHNSON Agenda Number: 933745068
--------------------------------------------------------------------------------------------------------------------------
Security: 478160104
Meeting Type: Annual
Meeting Date: 25-Apr-2013
Ticker: JNJ
ISIN: US4781601046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN Mgmt For For
1B. ELECTION OF DIRECTOR: JAMES G. CULLEN Mgmt For For
1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS Mgmt For For
1D. ELECTION OF DIRECTOR: ALEX GORSKY Mgmt For For
1E. ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS Mgmt For For
1F. ELECTION OF DIRECTOR: SUSAN L. LINDQUIST Mgmt For For
1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY Mgmt For For
1H. ELECTION OF DIRECTOR: LEO F. MULLIN Mgmt For For
1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ Mgmt For For
1J. ELECTION OF DIRECTOR: CHARLES PRINCE Mgmt For For
1K. ELECTION OF DIRECTOR: A. EUGENE WASHINGTON Mgmt For For
1L. ELECTION OF DIRECTOR: RONALD A. WILLIAMS Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
3. RATIFICATION OF APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013
4. SHAREHOLDER PROPOSAL - EXECUTIVES TO RETAIN Shr For Against
SIGNIFICANT STOCK
5. SHAREHOLDER PROPOSAL ON POLITICAL Shr Against For
CONTRIBUTIONS AND CORPORATE VALUES
6. SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD Shr Against For
CHAIRMAN
--------------------------------------------------------------------------------------------------------------------------
JPMORGAN CHASE & CO. Agenda Number: 933779728
--------------------------------------------------------------------------------------------------------------------------
Security: 46625H100
Meeting Type: Annual
Meeting Date: 21-May-2013
Ticker: JPM
ISIN: US46625H1005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JAMES A. BELL Mgmt For For
1B. ELECTION OF DIRECTOR: CRANDALL C. BOWLES Mgmt For For
1C. ELECTION OF DIRECTOR: STEPHEN B. BURKE Mgmt For For
1D. ELECTION OF DIRECTOR: DAVID M. COTE Mgmt Against Against
1E. ELECTION OF DIRECTOR: JAMES S. CROWN Mgmt Against Against
1F. ELECTION OF DIRECTOR: JAMES DIMON Mgmt For For
1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN Mgmt For For
1H. ELECTION OF DIRECTOR: ELLEN V. FUTTER Mgmt Against Against
1I. ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. Mgmt For For
1J. ELECTION OF DIRECTOR: LEE R. RAYMOND Mgmt For For
1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON Mgmt For For
2. RATIFICATION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
4. AMENDMENT TO THE FIRM'S RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO AUTHORIZE
SHAREHOLDER ACTION BY WRITTEN CONSENT
5. REAPPROVAL OF KEY EXECUTIVE PERFORMANCE Mgmt For For
PLAN
6. REQUIRE SEPARATION OF CHAIRMAN AND CEO Shr Against For
7. REQUIRE EXECUTIVES TO RETAIN SIGNIFICANT Shr Against For
STOCK UNTIL REACHING NORMAL RETIREMENT AGE
8. ADOPT PROCEDURES TO AVOID HOLDING OR Shr Against For
RECOMMENDING INVESTMENTS THAT CONTRIBUTE TO
HUMAN RIGHTS VIOLATIONS
9. DISCLOSE FIRM PAYMENTS USED DIRECTLY OR Shr Against For
INDIRECTLY FOR LOBBYING, INCLUDING SPECIFIC
AMOUNTS AND RECIPIENTS' NAMES
--------------------------------------------------------------------------------------------------------------------------
KEYCORP Agenda Number: 933772801
--------------------------------------------------------------------------------------------------------------------------
Security: 493267108
Meeting Type: Annual
Meeting Date: 16-May-2013
Ticker: KEY
ISIN: US4932671088
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
EDWARD P. CAMPBELL Mgmt For For
JOSEPH A. CARRABBA Mgmt For For
CHARLES P. COOLEY Mgmt For For
ALEXANDER M. CUTLER Mgmt For For
H. JAMES DALLAS Mgmt For For
ELIZABETH R. GILE Mgmt For For
RUTH ANN M. GILLIS Mgmt For For
WILLIAM G. GISEL, JR. Mgmt For For
RICHARD J. HIPPLE Mgmt For For
KRISTEN L. MANOS Mgmt For For
BETH E. MOONEY Mgmt For For
BARBARA R. SNYDER Mgmt For For
2 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
INDEPENDENT AUDITOR ERNST & YOUNG LLP.
3 ADVISORY APPROVAL OF EXECUTIVE Mgmt For For
COMPENSATION.
4 APPROVAL OF KEYCORP 2013 EQUITY Mgmt For For
COMPENSATION PLAN.
--------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE KPN NV, DEN HAAG Agenda Number: 703986868
--------------------------------------------------------------------------------------------------------------------------
Security: N4297B146
Meeting Type: EGM
Meeting Date: 11-Sep-2012
Ticker:
ISIN: NL0000009082
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Opening of the general meeting Non-Voting
2 Acknowledgement by the supervisory board on Non-Voting
the proposed appointment of Mr.E.Hageman as
member of the managing board of KPN NV
3 It is proposed to change the articles of Mgmt For For
association in respect of the following
subjects: Change in the rights for
shareholders to put items on the agenda of
a general meeting. (Article 36 paragraph 6
of the articles)
4 Any other business and closing of the Non-Voting
general meeting
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN MEETING TYPE FROM SGM TO EGM. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
KRAFT FOODS GROUP, INC. Agenda Number: 933755499
--------------------------------------------------------------------------------------------------------------------------
Security: 50076Q106
Meeting Type: Annual
Meeting Date: 22-May-2013
Ticker: KRFT
ISIN: US50076Q1067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ABELARDO E. BRU Mgmt For For
1B. ELECTION OF DIRECTOR: JEANNE P. JACKSON Mgmt For For
1C. ELECTION OF DIRECTOR: E. FOLLIN SMITH Mgmt For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. ADVISORY VOTE ON THE FREQUENCY OF AN Mgmt 1 Year For
EXECUTIVE COMPENSATION VOTE.
4. APPROVAL OF THE MATERIAL TERMS FOR Mgmt For For
PERFORMANCE-BASED AWARDS UNDER THE KRAFT
FOODS GROUP, INC. 2012 PERFORMANCE
INCENTIVE PLAN.
5. RATIFICATION OF THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 28, 2013.
6. SHAREHOLDER PROPOSAL: LABEL GENETICALLY Shr Against For
ENGINEERED PRODUCTS.
--------------------------------------------------------------------------------------------------------------------------
LYONDELLBASELL INDUSTRIES N.V. Agenda Number: 933817011
--------------------------------------------------------------------------------------------------------------------------
Security: N53745100
Meeting Type: Annual
Meeting Date: 22-May-2013
Ticker: LYB
ISIN: NL0009434992
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
JACQUES AIGRAIN Mgmt For For
SCOTT M. KLEINMAN Mgmt For For
BRUCE A. SMITH Mgmt For For
2. ADOPTION OF ANNUAL ACCOUNTS FOR 2012 Mgmt For For
3. DISCHARGE FROM LIABILITY OF SOLE MEMBER OF Mgmt For For
THE MANAGEMENT BOARD
4. DISCHARGE FROM LIABILITY OF MEMBERS OF THE Mgmt For For
SUPERVISORY BOARD
5. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
6. APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
ACCOUNTANTS N.V. AS OUR AUDITOR FOR THE
DUTCH ANNUAL ACCOUNTS
7. APPROVAL OF COMPENSATION OF THE MEMBERS OF Mgmt For For
THE SUPERVISORY BOARD
8. RATIFICATION AND APPROVAL OF DIVIDENDS IN Mgmt For For
RESPECT OF THE 2012 FISCAL YEAR
9. ADVISORY VOTE APPROVING EXECUTIVE Mgmt For For
COMPENSATION
10. APPROVAL TO REPURCHASE UP TO 10% OF ISSUED Mgmt For For
SHARE CAPITAL
11. APPROVAL TO CANCEL UP TO 10% OF SHARE Mgmt For For
CAPITAL HELD IN TREASURY
12. APPROVAL TO AMEND ARTICLES OF ASSOCIATION Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
MARATHON OIL CORPORATION Agenda Number: 933743103
--------------------------------------------------------------------------------------------------------------------------
Security: 565849106
Meeting Type: Annual
Meeting Date: 24-Apr-2013
Ticker: MRO
ISIN: US5658491064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE Mgmt For For
1B. ELECTION OF DIRECTOR: PIERRE BRONDEAU Mgmt For For
1C. ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, Mgmt For For
JR.
1D. ELECTION OF DIRECTOR: LINDA Z. COOK Mgmt For For
1E. ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON Mgmt For For
1F. ELECTION OF DIRECTOR: PHILIP LADER Mgmt For For
1G. ELECTION OF DIRECTOR: MICHAEL E.J. PHELPS Mgmt For For
1H. ELECTION OF DIRECTOR: DENNIS H. REILLEY Mgmt For For
2. RATIFICATION OF THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITOR FOR 2013.
3. BOARD PROPOSAL FOR A NON-BINDING ADVISORY Mgmt For For
VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICER
COMPENSATION.
4. STOCKHOLDER PROPOSAL SEEKING A REPORT Shr Against For
REGARDING THE COMPANY'S LOBBYING
ACTIVITIES, POLICIES AND PROCEDURES.
--------------------------------------------------------------------------------------------------------------------------
MCDONALD'S CORPORATION Agenda Number: 933781999
--------------------------------------------------------------------------------------------------------------------------
Security: 580135101
Meeting Type: Annual
Meeting Date: 23-May-2013
Ticker: MCD
ISIN: US5801351017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: WALTER E. MASSEY Mgmt For For
1B. ELECTION OF DIRECTOR: JOHN W. ROGERS, JR. Mgmt For For
1C. ELECTION OF DIRECTOR: ROGER W. STONE Mgmt For For
1D. ELECTION OF DIRECTOR: MILES D. WHITE Mgmt For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. ADVISORY VOTE TO APPROVE THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT AUDITOR
FOR 2013.
4. ADVISORY VOTE ON A SHAREHOLDER PROPOSAL Shr Against For
REQUESTING AN ANNUAL REPORT ON EXECUTIVE
COMPENSATION, IF PRESENTED.
5. ADVISORY VOTE ON A SHAREHOLDER PROPOSAL Shr For Against
REQUESTING AN EXECUTIVE STOCK RETENTION
POLICY, IF PRESENTED.
6. ADVISORY VOTE ON A SHAREHOLDER PROPOSAL Shr Against For
REQUESTING A HUMAN RIGHTS REPORT, IF
PRESENTED.
7. ADVISORY VOTE ON A SHAREHOLDER PROPOSAL Shr Against For
REQUESTING A NUTRITION REPORT, IF
PRESENTED.
--------------------------------------------------------------------------------------------------------------------------
MERCK & CO., INC. Agenda Number: 933782319
--------------------------------------------------------------------------------------------------------------------------
Security: 58933Y105
Meeting Type: Annual
Meeting Date: 28-May-2013
Ticker: MRK
ISIN: US58933Y1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: LESLIE A. BRUN Mgmt For For
1B. ELECTION OF DIRECTOR: THOMAS R. CECH Mgmt For For
1C. ELECTION OF DIRECTOR: KENNETH C. FRAZIER Mgmt For For
1D. ELECTION OF DIRECTOR: THOMAS H. GLOCER Mgmt For For
1E. ELECTION OF DIRECTOR: WILLIAM B. HARRISON Mgmt For For
JR.
1F. ELECTION OF DIRECTOR: C. ROBERT KIDDER Mgmt For For
1G. ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For
1H. ELECTION OF DIRECTOR: CARLOS E. REPRESAS Mgmt For For
1I. ELECTION OF DIRECTOR: PATRICIA F. RUSSO Mgmt For For
1J. ELECTION OF DIRECTOR: CRAIG B. THOMPSON Mgmt For For
1K. ELECTION OF DIRECTOR: WENDELL P. WEEKS Mgmt For For
1L. ELECTION OF DIRECTOR: PETER C. WENDELL Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF THE Mgmt For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
4. SHAREHOLDER PROPOSAL CONCERNING Shr For Against
SHAREHOLDERS' RIGHT TO ACT BY WRITTEN
CONSENT.
5. SHAREHOLDER PROPOSAL CONCERNING SPECIAL Shr For Against
SHAREOWNER MEETINGS.
6. SHAREHOLDER PROPOSAL CONCERNING A REPORT ON Shr Against For
CHARITABLE AND POLITICAL CONTRIBUTIONS.
7. SHAREHOLDER PROPOSAL CONCERNING A REPORT ON Shr Against For
LOBBYING ACTIVITIES.
--------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 933691784
--------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 28-Nov-2012
Ticker: MSFT
ISIN: US5949181045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. ELECTION OF DIRECTOR: STEVEN A. BALLMER Mgmt For For
2. ELECTION OF DIRECTOR: DINA DUBLON Mgmt For For
3. ELECTION OF DIRECTOR: WILLIAM H. GATES III Mgmt For For
4. ELECTION OF DIRECTOR: MARIA M. KLAWE Mgmt For For
5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO Mgmt For For
6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT Mgmt For For
7. ELECTION OF DIRECTOR: CHARLES H. NOSKI Mgmt For For
8. ELECTION OF DIRECTOR: HELMUT PANKE Mgmt For For
9. ELECTION OF DIRECTOR: JOHN W. THOMPSON Mgmt For For
10. ADVISORY VOTE ON NAMED EXECUTIVE OFFICER Mgmt For For
COMPENSATION (THE BOARD RECOMMENDS A VOTE
FOR THIS PROPOSAL)
11. APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN Mgmt For For
(THE BOARD RECOMMENDS A VOTE FOR THIS
PROPOSAL)
12. RATIFICATION OF DELOITTE & TOUCHE LLP AS Mgmt For For
OUR INDEPENDENT AUDITOR FOR FISCAL YEAR
2013 (THE BOARD RECOMMENDS A VOTE FOR THIS
PROPOSAL)
13. SHAREHOLDER PROPOSAL - ADOPT CUMULATIVE Shr Against For
VOTING (THE BOARD RECOMMENDS A VOTE AGAINST
THIS PROPOSAL)
--------------------------------------------------------------------------------------------------------------------------
MONDELEZ INTL, INC Agenda Number: 933759625
--------------------------------------------------------------------------------------------------------------------------
Security: 609207105
Meeting Type: Annual
Meeting Date: 21-May-2013
Ticker: MDLZ
ISIN: US6092071058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH Mgmt For For
1B. ELECTION OF DIRECTOR: LEWIS W.K. BOOTH Mgmt For For
1C. ELECTION OF DIRECTOR: LOIS D. JULIBER Mgmt For For
1D. ELECTION OF DIRECTOR: MARK D. KETCHUM Mgmt For For
1E. ELECTION OF DIRECTOR: JORGE S. MESQUITA Mgmt For For
1F. ELECTION OF DIRECTOR: FREDRIC G. REYNOLDS Mgmt For For
1G. ELECTION OF DIRECTOR: IRENE B. ROSENFELD Mgmt For For
1H. ELECTION OF DIRECTOR: PATRICK T. SIEWERT Mgmt For For
1I. ELECTION OF DIRECTOR: RUTH J. SIMMONS Mgmt For For
1J ELECTION OF DIRECTOR: RATAN N. TATA Mgmt For For
1K ELECTION OF DIRECTOR: J.F. VAN BOXMEER Mgmt For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
3. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS OUR INDEPENDENT AUDITORS FOR 2013
4. SHAREHOLDER PROPOSAL: REPORT ON EXTENDED Shr Against For
PRODUCER RESPONSIBILITY
5 SHAREHOLDER PROPOSAL: SUSTAINABILITY REPORT Shr Abstain Against
ON GENDER EQUALITY IN THE COMPANY'S SUPPLY
CHAIN
--------------------------------------------------------------------------------------------------------------------------
MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENG Agenda Number: 704323384
--------------------------------------------------------------------------------------------------------------------------
Security: D55535104
Meeting Type: AGM
Meeting Date: 25-Apr-2013
Ticker:
ISIN: DE0008430026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that for Registered Share Non-Voting
meetings in Germany there is now a
requirement that any shareholder who holds
an aggregate total of 3 per cent or more of
the outstanding share capital must register
under their beneficial owner details before
the appropriate deadline to be able to
vote. Failure to comply with the
declaration requirements as stipulated in
section 21 of the Securities Trade Act
(WpHG) may prevent the shareholder from
voting at the general meetings. Therefore,
your custodian may request that we register
beneficial owner data for all voted
accounts to the respective sub custodian.
If you require further information with
regard to whether such BO registration will
be conducted for your custodian's accounts,
please contact your CSR for more
information.
The sub custodians have also advised that Non-Voting
voted shares are not blocked for trading
purposes i.e. they are only unavailable for
settlement. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent to
your CSR or Custodian. Failure to
de-register the shares before settlement
date could result in the settlement being
delayed. Please also be aware that although
some issuers permit the deregistration of
shares at deregistration date, some shares
may remain registered up until meeting
date. If you are considering settling a
traded voted position prior to the meeting
date of this event, please contact your CSR
or custodian to ensure your shares have
been deregistered.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 10 Non-Voting
APR 2013. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1.a Submission of the report of the Supervisory Non-Voting
Board and the corporate governance report
including the remuneration report for the
financial year 2012
1.b Submission of the adopted Company financial Non-Voting
statements and management report for the
financial year 2012, the approved
consolidated financial statements and
management report for the Group for the
financial year 2012, and the explanatory
report on the information in accordance
with Sections 289 PARA. 4 and 315 PARA. 4
of the German Commercial Code
2. Resolution on the appropriation of the net Mgmt No vote
retained profits from the financial year
2012
3. Resolution to approve the actions of the Mgmt No vote
Board of Management
4. Resolution to approve the actions of the Mgmt No vote
Supervisory Board
5. Resolution to approve the remuneration Mgmt No vote
system for the Board of Management
6. Resolution to appoint a member of the Mgmt No vote
Supervisory Board: Prof. Dr. Dr.
Ann-Kristin Achleitner
7. Resolution to amend Article 15 of the Mgmt No vote
Articles of Association (remuneration of
the Supervisory Board)
8. Resolution to cancel the existing Mgmt No vote
authorisation for increasing the share
capital under "Authorised Capital Increase
2009", to replace this with a new
authorisation "Authorised Capital Increase
2013", and to amend Article 4 of the
Articles of Association
--------------------------------------------------------------------------------------------------------------------------
NATIXIS, PARIS Agenda Number: 704414236
--------------------------------------------------------------------------------------------------------------------------
Security: F6483L100
Meeting Type: MIX
Meeting Date: 21-May-2013
Ticker:
ISIN: FR0000120685
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0412/201304121301276.pdf. PLEASE NOTE
THAT THIS IS A REVISION DUE TO RECEIPT OF
ADDITIONAL URL:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0506/201305061301883.pdf. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
O.1 Approval of the corporate financial Mgmt For For
statements for the 2012 financial year
O.2 Approval of the consolidated financial Mgmt For For
statements for the 2012 financial year
O.3 Allocation of income Mgmt For For
O.4 Approval of the agreements and commitments Mgmt Against Against
pursuant to Articles L.225-38 et seq. of
the Commercial Code
O.5 Ratification of the cooptation of Mr. Mgmt Against Against
Thierry Cahn as Director
O.6 Ratification of the cooptation of Mr. Mgmt Against Against
Pierre Valentin as Director
O.7 Authorization to allow the Company to trade Mgmt For For
in its own shares
E.8 Authorization to be granted to the Board of Mgmt For For
Directors to reduce share capital by
cancellation of treasury shares
E.9 Delegation of authority to be granted to Mgmt Against Against
the Board of Directors to decide to
increase share capital by issuing shares
and/or securities giving access to capital
of the Company and/or by issuing securities
entitling to the allotment of debt
securities while maintaining preferential
subscription rights
E.10 Delegation of authority to be granted to Mgmt Against Against
the Board of Directors to decide to
increase share capital by issuing shares
and/or securities giving access to capital
of the Company and/or by issuing securities
entitling to the allotment of debt
securities without preferential
subscription rights
E.11 Setting the issue price of shares up to the Mgmt Against Against
limit of 10% of capital per year, in case
of share capital increase by issuing shares
without preferential subscription rights
E.12 Delegation of authority to be granted to Mgmt Against Against
the Board of Directors to decide to
increase share capital by issuing shares
and/or securities giving access to capital
of the Company without preferential
subscription rights through an offer
pursuant to Article L.411-2, II of the
Monetary and Financial Code
E.13 Authorization to be granted to the Board of Mgmt For For
Directors to issue shares or securities
giving access to capital without
preferential subscription rights, in
consideration for in-kind contributions
comprised of equity securities or
securities giving access to capital
E.14 Delegation of authority to be granted to Mgmt For For
the Board of Directors to decide to
increase share capital by incorporation of
reserves, profits, premiums or other
amounts
E.15 Delegation of authority to be granted to Mgmt Against Against
the Board of Directors to increase the
number of securities to be issued in case
of capital increase with or without
preferential subscription rights
E.16 Delegation of authority to be granted to Mgmt For For
the Board of Directors to decide to
increase share capital by issuing shares or
securities giving access to capital
reserved for members of savings plans with
cancellation of preferential subscription
rights in favor of the latter
E.17 Authorization to be granted to the Board of Mgmt Against Against
Directors to carry out a free allocation of
shares to employees and corporate officers
of Natixis and affiliated companies
E.18 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY Agenda Number: 704321532
--------------------------------------------------------------------------------------------------------------------------
Security: H57312649
Meeting Type: AGM
Meeting Date: 11-Apr-2013
Ticker:
ISIN: CH0038863350
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT BLOCKING OF REGISTERED SHARES IS NOT A Non-Voting
LEGAL REQUIREMENT IN THE SWISS MARKET,
SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTING INSTRUCTION, IT IS POSSIBLE THAT
A MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU
HAVE CONCERNS REGARDING YOUR ACCOUNTS,
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 151749,
INCLUDING THE AGENDA. TO VOTE IN THE
UPCOMING MEETING, YOUR NAME MUST BE
NOTIFIED TO THE COMPANY REGISTRAR AS
BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE
INSTRUCTIONS THAT ARE SUBMITTED AFTER THE
CUTOFF DATE WILL BE PROCESSED ON A BEST
EFFORT BASIS. THANK YOU.
1.1 Approval of the Annual Report, the Mgmt For For
financial statements of Nestle S.A. and the
consolidated financial statements of the
Nestle Group for 2012
1.2 Acceptance of the Compensation Report 2012 Mgmt For For
(advisory vote)
2 Release of the members of the Board of Mgmt For For
Directors and of the Management
3 Appropriation of profits resulting from the Mgmt For For
balance sheet of Nestle S.A. (proposed
dividend) for the financial year 2012
4.1.1 Re-elections to the Board of Directors: Mr. Mgmt For For
Peter Brabeck-Letmathe
4.1.2 Re-elections to the Board of Directors: Mr. Mgmt For For
Steven G. Hoch
4.1.3 Re-elections to the Board of Directors: Ms. Mgmt For For
Titia de Lange
4.1.4 Re-elections to the Board of Directors: Mr. Mgmt For For
Jean-Pierre Roth
4.2 Election to the Board of Directors Ms. Eva Mgmt For For
Cheng
4.3 Re-election of the statutory auditors KPMG Mgmt For For
SA, Geneva branch
CMMT IN THE EVENT OF A NEW OR MODIFIED PROPOSAL Non-Voting
BY A SHAREHOLDER DURING THE GENERAL
MEETING, I INSTRUCT THE INDEPENDENT
REPRESENTATIVE TO VOTE ACCORDING TO THE
FOLLOWING INSTRUCTION: 1 OPTION EITHER 5.A,
5.B OR 5.C NEED TO BE INSTRUCTED (WITH YES)
TO SHOW, WHICH VOTING OPTION INVESTOR CHOSE
IN THE EVENT OF NEW OR MODIFIED PROPOSALS
5.A MANAGEMENT RECOMMENDS A FOR VOTE ON THIS Shr No vote
PROPOSAL: Vote in accordance with the
proposal of the Board of Directors
5.B Vote against the proposal of the Board of Shr No vote
Directors
5.C Abstain Shr For Against
--------------------------------------------------------------------------------------------------------------------------
NEXTERA ENERGY, INC. Agenda Number: 933777205
--------------------------------------------------------------------------------------------------------------------------
Security: 65339F101
Meeting Type: Annual
Meeting Date: 23-May-2013
Ticker: NEE
ISIN: US65339F1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SHERRY S. BARRAT Mgmt For For
1B. ELECTION OF DIRECTOR: ROBERT M. BEALL, II Mgmt For For
1C. ELECTION OF DIRECTOR: JAMES L. CAMAREN Mgmt For For
1D. ELECTION OF DIRECTOR: KENNETH B. DUNN Mgmt For For
1E. ELECTION OF DIRECTOR: LEWIS HAY, III Mgmt For For
1F. ELECTION OF DIRECTOR: TONI JENNINGS Mgmt For For
1G. ELECTION OF DIRECTOR: JAMES L. ROBO Mgmt For For
1H. ELECTION OF DIRECTOR: RUDY E. SCHUPP Mgmt For For
1I. ELECTION OF DIRECTOR: JOHN L. SKOLDS Mgmt For For
1J. ELECTION OF DIRECTOR: WILLIAM H. SWANSON Mgmt For For
1K. ELECTION OF DIRECTOR: MICHAEL H. THAMAN Mgmt For For
1L. ELECTION OF DIRECTOR: HANSEL E. TOOKES, II Mgmt For For
2. RATIFICATION OF APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP AS NEXTERA ENERGY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.
3. APPROVAL, AS REQUIRED BY INTERNAL REVENUE Mgmt For For
CODE SECTION 162(M), OF THE MATERIAL TERMS
FOR PAYMENT OF PERFORMANCE-BASED ANNUAL
INCENTIVE COMPENSATION UNDER THE NEXTERA
ENERGY, INC. 2013 EXECUTIVE ANNUAL
INCENTIVE PLAN.
4. APPROVAL, BY NON-BINDING ADVISORY VOTE, OF Mgmt For For
NEXTERA ENERGY'S COMPENSATION OF ITS NAMED
EXECUTIVE OFFICERS AS DISCLOSED IN THE
PROXY STATEMENT.
5. SHAREHOLDER PROPOSAL-POLICY REGARDING Shr Against For
STORAGE OF NUCLEAR WASTE.
--------------------------------------------------------------------------------------------------------------------------
NORDEA BANK AB, STOCKHOLM Agenda Number: 704261178
--------------------------------------------------------------------------------------------------------------------------
Security: W57996105
Meeting Type: AGM
Meeting Date: 14-Mar-2013
Ticker:
ISIN: SE0000427361
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN Non-Voting
SWEDEN ACCEPT ABSTAIN AS A VALID VOTE
OPTION. THANK YOU
1 Election of a chairman for the general Non-Voting
meeting: Eva Hagg
2 Preparation and approval of the voting list Non-Voting
3 Approval of the agenda Non-Voting
4 Election of at least one minutes checker Non-Voting
5 Determination whether the general meeting Non-Voting
has been duly convened
6 Submission of the annual report and Non-Voting
consolidated accounts, and of the audit
report and the group audit report In
connection herewith: speech by the Group
CEO
7 Adoption of the income statement and the Non-Voting
consolidated income statement, and the
balance sheet and the consolidated balance
sheet
8 Decision on dispositions of the company's Mgmt For For
profit according to the adopted balance
sheet: The board of directors and the CEO
propose a dividend of 0.34 euro per share,
and further, that the record date for
dividend should be 19 March 2013. With this
record date, the dividend is scheduled to
be sent out by Euroclear Sweden AB on 26
March 2013
9 Decision regarding discharge from liability Mgmt For For
for the members of the board of directors
and the CEO (The auditor recommends
discharge from liability)
10 Determination of the number of board Mgmt For For
members
11 Determination of the number of auditors Mgmt For For
12 Determination of fees for board members and Mgmt For For
auditors
13 Election of board members and chairman of Mgmt For For
the board: The nomination committee's
proposal: For the period until the end of
the next annual general meeting Bjorn
Wahlroos, Peter F Braunwalder, Marie
Ehrling, Svein Jacobsen, Tom Knutzen, Lars
G Nordstrom, Sarah Russell and Kari Stadigh
shall be re-elected as board members and
Elisabeth Grieg shall be elected as board
member. For the period until the end of the
next annual general meeting Bjorn Wahlroos
shall be re-elected chairman
14 Election of auditors: The nomination Mgmt For For
committee's proposal: For the period until
the end of the next annual general meeting
KPMG AB shall be re-elected auditor
15 Resolution on establishment of a nomination Mgmt For For
committee
16 Resolution on authorization for the board Mgmt For For
of directors to decide on issue of
convertible instruments in the Company
17.A Resolution on authorization for the board Mgmt For For
of directors to decide on acquisition of
shares in the Company
17.B Resolution on authorization for the board Mgmt For For
of directors to decide on conveyance of
shares in the Company
18 Resolution on purchase of own shares Mgmt For For
according to chapter 7 section 6 of the
Swedish Securities Market Act (lagen
(2007:528) om vardepappersmarknaden)
19 Resolution on guidelines for remuneration Mgmt For For
to the executive officers
--------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL Agenda Number: 704248803
--------------------------------------------------------------------------------------------------------------------------
Security: H5820Q150
Meeting Type: AGM
Meeting Date: 22-Feb-2013
Ticker:
ISIN: CH0012005267
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT BLOCKING OF REGISTERED SHARES IS NOT A Non-Voting
LEGAL REQUIREMENT IN THE SWISS MARKET,
SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTING INSTRUCTION, IT IS POSSIBLE THAT
A MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU
HAVE CONCERNS REGARDING YOUR ACCOUNTS,
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 151755,
INCLUDING THE AGENDA. TO VOTE IN THE
UPCOMING MEETING, YOUR NAME MUST BE
NOTIFIED TO THE COMPANY REGISTRAR AS
BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE
INSTRUCTIONS THAT ARE SUBMITTED AFTER THE
CUTOFF DATE WILL BE PROCESSED ON A BEST
EFFORT BASIS. THANK YOU.
A.1 Approval of the Annual Report, the Mgmt For For
Financial Statements of Novartis AG and the
Group Consolidated Financial Statements for
the Business Year 2012: Under this item,
the Board of Directors proposes approval of
the Annual Report the Financial Statements
of Novartis AG and the Group Consolidated
Financial Statements for the Business Year
2012
A.2 Discharge from Liability of the Members of Mgmt For For
the Board of Directors and the Executive
Committee: Under this item, the Board of
Directors proposes discharge from liability
of its members and those of the Executive
Committee for the business year 2012
A.3 Appropriation of Available Earnings of Mgmt For For
Novartis AG and Declaration of Dividend:
Under this item, the Board of Directors
proposes to use the available earnings of
Novartis AG of 2012 for the purpose of
distributing a gross dividend of CHF 2.30
per share as follows This will result in a
payout ratio of 65% of the Group's
consolidated net income expressed in
USD.(as specified) Payout ratio is
calculated by converting into USD the
proposed total gross dividend amount in CHF
at the CHF-USD exchange rate of December
31, 2012 based on an estimated number of
shares outstanding on dividend payment date
and dividing it by the USD consolidated net
income attributable to shareholders of
Novartis AG based on the 2012 Novartis
Group consolidated financial statements. No
dividend will be declared on treasury
shares held by Novartis AG and certain
other treasury shares held by other Group
companies
A.4 Consultative Vote on the Compensation Mgmt For For
System: Under this item, the Board of
Directors proposes that the newly proposed
Compensation System of Novartis be endorsed
(non-binding consultative vote)
A.5.1 Election of Verena A. Briner, M.D: Under Mgmt For For
this item, the Board of Directors proposes
the election of Verena A. Briner, M.D., for
a three-year term
A.5.2 Election of Joerg Reinhardt, Ph.D: Under Mgmt For For
this item, the Board of Directors proposes
the election of Joerg Reinhardt Ph.D., for
a term of office beginning on August 1,
2013 and ending on the day of the Annual
General Meeting in 2016
A.5.3 Election of Charles L. Sawyers, M.D: Under Mgmt For For
this item, the Board of Directors proposes
the election of Charles L. Sawyers, M.D.,
for a three-year term
A.5.4 Election of William T. Winters: Under this Mgmt For For
item, the Board of Directors proposes the
election of William T. Winters for a
three-year term
A.6 Appointment of the Auditor: Under this Mgmt For For
item, the Board of Directors proposes the
re-election of PricewaterhouseCoopers AG as
auditor of Novartis AG for one year
B If additional and/or counter-proposals are Mgmt Abstain For
proposed at the Annual General Meeting
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN RESOLUTION A.3. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
--------------------------------------------------------------------------------------------------------------------------
OCCIDENTAL PETROLEUM CORPORATION Agenda Number: 933771063
--------------------------------------------------------------------------------------------------------------------------
Security: 674599105
Meeting Type: Annual
Meeting Date: 03-May-2013
Ticker: OXY
ISIN: US6745991058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SPENCER ABRAHAM Mgmt Against Against
1B. ELECTION OF DIRECTOR: HOWARD I. ATKINS Mgmt Against Against
1C. ELECTION OF DIRECTOR: STEPHEN I. CHAZEN Mgmt For For
1D. ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN Mgmt Against Against
1E. ELECTION OF DIRECTOR: JOHN E. FEICK Mgmt For For
1F. ELECTION OF DIRECTOR: MARGARET M. FORAN Mgmt Against Against
1G. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Mgmt For For
1H. ELECTION OF DIRECTOR: RAY R. IRANI Mgmt Against Against
1I. ELECTION OF DIRECTOR: AVEDICK B. POLADIAN Mgmt Against Against
1J. ELECTION OF DIRECTOR: AZIZ D. SYRIANI Mgmt Against Against
2. ADVISORY VOTE APPROVING EXECUTIVE Mgmt Against Against
COMPENSATION
3. RATIFICATION OF SELECTION OF KPMG LLP AS Mgmt For For
INDEPENDENT AUDITORS
4. STOCKHOLDER RIGHT TO ACT BY WRITTEN CONSENT Shr For Against
--------------------------------------------------------------------------------------------------------------------------
ORACLE CORPORATION Agenda Number: 933690302
--------------------------------------------------------------------------------------------------------------------------
Security: 68389X105
Meeting Type: Annual
Meeting Date: 07-Nov-2012
Ticker: ORCL
ISIN: US68389X1054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
JEFFREY S. BERG Mgmt For For
H. RAYMOND BINGHAM Mgmt For For
MICHAEL J. BOSKIN Mgmt For For
SAFRA A. CATZ Mgmt For For
BRUCE R. CHIZEN Mgmt Withheld Against
GEORGE H. CONRADES Mgmt Withheld Against
LAWRENCE J. ELLISON Mgmt For For
HECTOR GARCIA-MOLINA Mgmt For For
JEFFREY O. HENLEY Mgmt For For
MARK V. HURD Mgmt For For
DONALD L. LUCAS Mgmt For For
NAOMI O. SELIGMAN Mgmt Withheld Against
2 ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt Against Against
COMPENSATION.
3 APPROVAL OF INCREASE IN SHARES UNDER THE Mgmt For For
DIRECTORS' STOCK PLAN.
4 RATIFICATION OF THE SELECTION OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2013.
5 STOCKHOLDER PROPOSAL REGARDING MULTIPLE Shr For Against
PERFORMANCE METRICS.
6 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT Shr For Against
BOARD CHAIRMAN.
7 STOCKHOLDER PROPOSAL REGARDING EQUITY Shr For Against
RETENTION POLICY.
8 STOCKHOLDER PROPOSAL REGARDING EQUITY Shr For Against
ACCELERATION UPON A CHANGE IN CONTROL OF
ORACLE.
--------------------------------------------------------------------------------------------------------------------------
ORKLA ASA, OSLO Agenda Number: 704374800
--------------------------------------------------------------------------------------------------------------------------
Security: R67787102
Meeting Type: AGM
Meeting Date: 18-Apr-2013
Ticker:
ISIN: NO0003733800
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT Non-Voting
NEED TO BE RE-REGISTERED IN THE BENEFICIAL
OWNERS NAME TO BE ALLOWED TO VOTE AT
MEETINGS. SHARES WILL BE TEMPORARILY
TRANSFERRED TO A SEPARATE ACCOUNT IN THE
BENEFICIAL OWNER'S NAME ON THE PROXY
DEADLINE AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE
MEETING.
CMMT BLOCKING SHOULD ALWAYS BE APPLIED, RECORD Non-Voting
DATE OR NOT.
1 Approval of the financial statements for Mgmt No vote
2012, including distribution of a dividend
2.2 Advisory approval of the Board of Mgmt No vote
Directors' statement of guidelines for the
pay and other remuneration of the executive
management in the coming financial year
2.3 Approval of guidelines for share-related Mgmt No vote
incentive arrangements in the coming
financial year
4142 Amendments to the Articles of Association Mgmt No vote
and the Instructions for the Nomination
Committee
4.3 Amendment of Article 8, second paragraph, Mgmt No vote
of the Articles of Association
5(ii) Authorisation to acquire treasury shares, Mgmt No vote
to be utilised to fulfill existing employee
incentive arrangements, and incentive
arrangements adopted by the General Meeting
in accordance with item 2.3 of the agenda
5(iii Authorisation to acquire treasury shares, Mgmt No vote
to be utilised to acquire shares for
cancellation
6 Minimum notice of an Extraordinary General Mgmt No vote
Meeting
7(i) Election of members to the Corporate Mgmt No vote
Assembly : Johan H. Andresen, Idar
Kreutzer, Rune Bjerke, Nils-Henrik
Pettersson, Gunn Waersted, Lars Windfeldt,
Olaug Svarva, Marianne Blystad, Nils Selte,
Terje Venold, Ann Kristin Brautaset, Odd
Gleditsch d.y., Gunnar Rydning. The
Nomination Committee further recommends
that deputy member Scilla Treschow Hokholt
be elected as new member of the Corporate
Assembly
7(ii) Election of deputy members to the Corporate Mgmt No vote
Assembly : Kjetil Houg, Camilla Hagen
Sorli, Benedikte Bjorn, Kirsten Ideboen,
Mimi K. Berdal
8 Election of member to the Nomination Mgmt No vote
Committee : Nils-Henrik Pettersson
9 Approval of the Auditor's remuneration Mgmt No vote
--------------------------------------------------------------------------------------------------------------------------
PFIZER INC. Agenda Number: 933743090
--------------------------------------------------------------------------------------------------------------------------
Security: 717081103
Meeting Type: Annual
Meeting Date: 25-Apr-2013
Ticker: PFE
ISIN: US7170811035
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DENNIS A. AUSIELLO Mgmt For For
1B ELECTION OF DIRECTOR: M. ANTHONY BURNS Mgmt For For
1C ELECTION OF DIRECTOR: W. DON CORNWELL Mgmt For For
1D ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Mgmt For For
1E ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Mgmt For For
1F ELECTION OF DIRECTOR: HELEN H. HOBBS Mgmt For For
1G ELECTION OF DIRECTOR: CONSTANCE J. HORNER Mgmt For For
1H ELECTION OF DIRECTOR: JAMES M. KILTS Mgmt For For
1I ELECTION OF DIRECTOR: GEORGE A. LORCH Mgmt For For
1J ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For
1K ELECTION OF DIRECTOR: IAN C. READ Mgmt For For
1L ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
1M ELECTION OF DIRECTOR: MARC TESSIER-LAVIGNE Mgmt For For
2 RATIFY THE SELECTION OF KPMG LLP AS Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2013
3 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION Mgmt For For
4 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE Shr For Against
EQUITY RETENTION
5 SHAREHOLDER PROPOSAL REGARDING ACTION BY Shr For Against
WRITTEN CONSENT
--------------------------------------------------------------------------------------------------------------------------
PPG INDUSTRIES, INC. Agenda Number: 933737643
--------------------------------------------------------------------------------------------------------------------------
Security: 693506107
Meeting Type: Annual
Meeting Date: 18-Apr-2013
Ticker: PPG
ISIN: US6935061076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
JAMES G. BERGES Mgmt For For
JOHN V. FARACI Mgmt For For
VICTORIA F. HAYNES Mgmt For For
MARTIN H. RICHENHAGEN Mgmt For For
2 PROPOSAL TO APPROVE THE COMPENSATION OF THE Mgmt For For
COMPANY'S NAMED EXECUTIVE OFFICERS.
3 PROPOSAL TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY'S ARTICLES OF INCORPORATION TO
PROVIDE FOR THE ANNUAL ELECTION OF
DIRECTORS.
4 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2013.
5 SHAREHOLDER PROPOSAL TO ADOPT A SIMPLE Shr For Against
MAJORITY VOTE.
--------------------------------------------------------------------------------------------------------------------------
PUBLIC STORAGE Agenda Number: 933759308
--------------------------------------------------------------------------------------------------------------------------
Security: 74460D109
Meeting Type: Annual
Meeting Date: 09-May-2013
Ticker: PSA
ISIN: US74460D1090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
RONALD L. HAVNER, JR. Mgmt For For
TAMARA HUGHES GUSTAVSON Mgmt For For
URI P. HARKHAM Mgmt For For
B. WAYNE HUGHES, JR. Mgmt For For
AVEDICK B. POLADIAN Mgmt Withheld Against
GARY E. PRUITT Mgmt Withheld Against
RONALD P. SPOGLI Mgmt For For
DANIEL C. STATON Mgmt Withheld Against
2. RATIFICATION OF APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2013.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
REGIONS FINANCIAL CORPORATION Agenda Number: 933767076
--------------------------------------------------------------------------------------------------------------------------
Security: 7591EP100
Meeting Type: Annual
Meeting Date: 16-May-2013
Ticker: RF
ISIN: US7591EP1005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GEORGE W. BRYAN Mgmt For For
1B. ELECTION OF DIRECTOR: CAROLYN H. BYRD Mgmt For For
1C. ELECTION OF DIRECTOR: DAVID J. COOPER, SR. Mgmt For For
1D. ELECTION OF DIRECTOR: DON DEFOSSET Mgmt For For
1E. ELECTION OF DIRECTOR: ERIC C. FAST Mgmt For For
1F. ELECTION OF DIRECTOR: O.B. GRAYSON HALL, Mgmt For For
JR.
1G. ELECTION OF DIRECTOR: JOHN D. JOHNS Mgmt For For
1H. ELECTION OF DIRECTOR: CHARLES D. MCCRARY Mgmt For For
1I. ELECTION OF DIRECTOR: JAMES R. MALONE Mgmt For For
1J. ELECTION OF DIRECTOR: RUTH ANN MARSHALL Mgmt For For
1K. ELECTION OF DIRECTOR: SUSAN W. MATLOCK Mgmt For For
1L. ELECTION OF DIRECTOR: JOHN E. MAUPIN, JR. Mgmt For For
1M. ELECTION OF DIRECTOR: JOHN R. ROBERTS Mgmt For For
1N. ELECTION OF DIRECTOR: LEE J. STYSLINGER III Mgmt For For
2. NONBINDING STOCKHOLDER APPROVAL OF Mgmt For For
EXECUTIVE COMPENSATION.
3. APPROVAL OF THE REGIONS FINANCIAL Mgmt For For
CORPORATION EXECUTIVE INCENTIVE PLAN.
4. RATIFICATION OF SELECTION OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
5. STOCKHOLDER PROPOSAL REGARDING POSTING A Shr Against For
REPORT, UPDATED SEMI-ANNUALLY, OF POLITICAL
CONTRIBUTIONS.
--------------------------------------------------------------------------------------------------------------------------
ROCHE HOLDING AG, BASEL Agenda Number: 704258537
--------------------------------------------------------------------------------------------------------------------------
Security: H69293217
Meeting Type: AGM
Meeting Date: 05-Mar-2013
Ticker:
ISIN: CH0012032048
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THESE SHARES HAVE NO Non-Voting
VOTING RIGHTS, SHOULD YOU WISH TO ATTEND
THE MEETING PERSONALLY, YOU MAY APPLY FOR
AN ENTRANCE CARD BY CONTACTING YOUR CLIENT
REPRESENTATIVE. THANK YOU
1.1 Accept Financial Statements and Statutory Non-Voting
Reports
1.2 Approve Remuneration Report Non-Voting
2 Approve Discharge of Board and Senior Non-Voting
Management
3 Approve Allocation of Income and Dividends Non-Voting
of CHF 7.35 per Share and Non-Voting Equity
Security
4.1 Re-elect Andreas Oeri as Director Non-Voting
4.2 Re-elect Pius Baschera as Director Non-Voting
4.3 Re-elect Paul Bulcke as Director Non-Voting
4.4 Re-elect William Burns as Director Non-Voting
4.5 Re-elect Christoph Franz as Director Non-Voting
4.6 Re-elect De Anne Julius as Director Non-Voting
4.7 Re-elect Arthur Levinson as Director Non-Voting
4.8 Re-elect Peter Voser as Director Non-Voting
4.9 Re-elect Beatrice Weder di Mauro as Non-Voting
Director
4.10 Elect Severin Schwan as Director Non-Voting
5 Ratify KPMG Ltd. as Auditors Non-Voting
--------------------------------------------------------------------------------------------------------------------------
SANOFI SA, PARIS Agenda Number: 704317684
--------------------------------------------------------------------------------------------------------------------------
Security: F5548N101
Meeting Type: MIX
Meeting Date: 03-May-2013
Ticker:
ISIN: FR0000120578
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0311/201303111300671.pdf .PLEASE NOTE
THAT THIS IS A REVISION DUE TO ADDITION OF
URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0412/201304121301265.pdf. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year 2012
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year 2012
O.3 Allocation of income and setting the Mgmt For For
dividend
O.4 Appointment of Mrs. Fabienne Lecorvaisier Mgmt For For
as Board member
O.5 Authorization to be granted to the Board of Mgmt For For
Directors to trade in Company's shares
E.6 Delegation of authority to be granted to Mgmt For For
the Board of Directors to decide to issue
shares and/or securities giving access to
capital of the Company and/or entitling to
the allotment of debts securities while
maintaining preferential subscription
rights
E.7 Delegation of authority to be granted to Mgmt For For
the Board of Directors to decide to issue
shares and/or securities giving access to
capital of the Company and/or entitling to
the allotment of debts securities with
cancellation of preferential subscription
rights by public offering
E.8 Authorization to the Board of Directors to Mgmt For For
issue shares or securities giving access to
capital without preferential subscription
rights, in consideration for in-kind
contributions of equity securities or
securities giving access to capital
E.9 Delegation of authority to be granted to Mgmt For For
the Board of Directors to increase the
number of issuable securities in case of
capital increase with or without
preferential subscription rights
E.10 Delegation of authority to be granted to Mgmt For For
the Board of Directors to decide to
increase share capital by incorporation of
reserves, profits, premiums or other
amounts
E.11 Delegation of authority to be granted to Mgmt For For
the Board of Directors to decide to issue
shares or securities giving access to
capital reserved for members of savings
plans with cancellation of preferential
subscription rights in favor of the latter
E.12 Delegation of authority to be granted to Mgmt For For
the Board of Directors to carry out free
allocations of shares existing or to be
issued without preferential subscription
rights in favor of employees and corporate
officers of the Company or affiliated
companies or groups
E.13 Delegation of authority to be granted to Mgmt For For
the Board of Directors to grant share
subscription or purchase options without
preferential subscription rights
E.14 Delegation to be granted to the Board of Mgmt For For
Directors to reduce share capital by
cancellation of treasury shares
E.15 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SCHNEIDER ELECTRIC SA, RUEIL MALMAISON Agenda Number: 704397416
--------------------------------------------------------------------------------------------------------------------------
Security: F86921107
Meeting Type: MIX
Meeting Date: 25-Apr-2013
Ticker:
ISIN: FR0000121972
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0306/201303061300569.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2
013/0408/201304081301065.pdf
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year 2012
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year 2012
O.3 Allocation of income for the financial year Mgmt For For
and setting the dividend
O.4 Approval of the regulated agreements Mgmt For For
entered in during the financial year 2012
regarding the supplemental defined benefit
pension plan applicable to Executive Board
members and the Chairman of the Supervisory
Board
O.5 Approval of the amendment to the Mgmt For For
compensation plan payable to Mr.
Jean-Pascal Tricoire in case of termination
of his duties
O.6 Renewal of term of Mr. Gerard de La Mgmt For For
Martiniere as Supervisory Board member
O.7 Authorization granted to the Executive Mgmt For For
Board to purchase shares of the
Company-Maximum purchase price of Euros
75.00 per share
E.8 Changing the mode of administration and Mgmt Against Against
management of the Company by establishing a
Board of Directors
E.9 Continuation of (i) the 22d resolution Mgmt For For
adopted by the Extraordinary General
Meeting held on April 21, 2011 (Capital
increase reserved for employees who are
members of the Company Savings Plan with
cancellation of shareholders' preferential
subscription rights) and of (ii) the 17th
resolution adopted by the Extraordinary
General Meeting held on May 3, 2012
(Capital increase reserved for a class of
beneficiaries: employees of foreign
companies of the Group, either directly or
through entities acting on their behalf
with cancellation of shareholders'
preferential subscription rights); renewal
of the authorizations and delegations
previously granted to the Executive Board
under the aforementioned resolutions for
the benefit of the Board of Directors
E.10 Delegation of authority granted to the Mgmt For For
Board of Directors to (i) increase share
capital within the limit of a nominal
amount of Euros 800 million by issuing
ordinary shares or any securities giving
access to capital while maintaining
shareholders' preferential subscription
rights or to (ii) issue securities
entitling to the allotment of debt
securities while maintaining preferential
subscription rights.)
E.11 Delegation of authority granted to the Mgmt For For
Board of Directors to increase share
capital by incorporation of reserves,
profits, premiums or other amounts which
may be capitalized
E.12 Delegation of authority granted to the Mgmt For For
Board of Directors to (i) increase share
capital within the limit of a nominal
amount of Euros 220 million by issuing
ordinary shares or any securities giving
access to capital of the Company or one of
its subsidiaries with cancellation of
shareholders' preferential subscription
rights or to (ii) issue securities
entitling to the allotment of debt
securities with cancellation of
shareholders' preferential subscription
rights, in both case through a public
offer. This delegation may be used in
consideration for contributions of
securities through a public exchange offer
initiated by the Company
E.13 Delegation of authority granted to the Mgmt For For
Board of Directors to increase the initial
issuance amount with or without
shareholders' preferential subscription
rights which was decided under the tenth
and twelfth resolutions respectively
E.14 Delegation of powers granted to the Board Mgmt For For
of Directors to increase share capital
within the limit of 9.9% of share capital,
in consideration for in-kind contributions
E.15 Delegation of authority granted to the Mgmt For For
Board of Directors to decide, with
cancellation of shareholders' preferential
subscription rights and through an offer
pursuant to Article L.411-2, II of the
Monetary and Financial Code to (i) increase
share capital within the limit of the
nominal amount of Euros 110 million (or for
information, 4.95% of capital), by issuing
ordinary shares or any securities giving
access to capital of the Company or one of
its subsidiaries, whose issue price will be
set by the Board of Directors according to
the terms established by the General
Meeting or to (ii) issue securities
entitling to the allotment of debt
securities
E.16 Authorization granted to the Board of Mgmt Against Against
Directors to carry out free allocations of
shares (on the basis of shares existing or
to be issued) under performance conditions,
if appropriate, to corporate officers and
employees of the Company and affiliated
companies within the limit of 1.8% of share
capital carrying waiver by shareholders of
their preferential subscription rights
E.17 Authorization granted to the Board of Mgmt Against Against
Directors to grant share subscription or
purchase options to corporate officers and
employees of the Company and affiliated
companies within the limit of 0.5% of share
capital carrying waiver by shareholders of
their preferential subscription rights
E.18 Delegation of authority granted to the Mgmt For For
Board of Directors to carry out capital
increases reserved for members of the
Company Savings Plan within the limit of 2%
of share capital with cancellation of
shareholders' preferential subscription
rights
E.19 Authorization granted to the Board of Mgmt For For
Directors to carry out capital increases
reserved for a class of beneficiaries:
employees of foreign companies of the
Group, either directly or through entities
acting on their behalf or entities acting
to offer employees of foreign companies of
the Group similar benefits to those offered
to members of the Company Savings Plan
within the limit of 1% of share capital
with cancellation of shareholders'
preferential subscription rights
E.20 Authorization granted to the Board of Mgmt For For
Directors to cancel shares of the Company,
if appropriate, repurchased under the
conditions established by the General
Meeting up to 10% of share capital
O.21 Appointment of Mr. Jean-Pascal Tricoire as Mgmt Against Against
Board member
O.22 Appointment of Mr. Henri Lachmann as Board Mgmt For For
member
O.23 Appointment of Mr. Leo Apotheker as Board Mgmt For For
member
O.24 Appointment of Mrs. Betsy Atkins as Board Mgmt For For
member
O.25 Appointment of Mr. Gerard de La Martiniere Mgmt For For
as Board member
O.26 Appointment of Mr. Xavier Fontanet as Board Mgmt For For
member
O.27 Appointment of Mr. Noel Forgeard as Board Mgmt For For
member
O.28 Appointment of Mr. Antoine Mgmt For For
Gosset-Grainville as Board member
O.29 Appointment of Mr. Willy R. Kissling as Mgmt For For
Board member
O.30 Appointment of Mrs. Cathy Kopp as Board Mgmt For For
member
O.31 Appointment of Mrs. Dominique Senequier as Mgmt For For
Board member
O.32 Appointment of Mr. G. Richard Thoman as Mgmt For For
Board member
O.33 Appointment of Mr. Serge Weinberg as Board Mgmt For For
member
CMMT RESOLUTIONS THIRTY-FOURTH TO Non-Voting
THIRTY-SEVENTH: PURSUANT TO ARTICLE 11-3 OF
THE BYLAWS OF THE COMPANY, ONLY ONE SEAT AS
SUPERVISORY BOARD MEMBER REPRESENTING
EMPLOYEE SHAREHOLDERS NEEDS TO BE FILLED,
AND ONLY THE APPLICANT WITH THE HIGHEST
NUMBER OF VOTES OF SHAREHOLDERS PRESENT AND
REPRESENTED WILL BE APPOINTED. THE
EXECUTIVE BOARD ON THE RECOMMENDATION OF
THE SUPERVISORY BOARD HAS APPROVED THE 35TH
RESOLUTION, THEREFORE, YOU ARE INVITED TO
VOTE IN FAVOR OF THIS RESOLUTION AND TO
ABSTAIN FROM VOTING ON THE 34TH, 36TH AND
37TH RESOLUTIONS
O.34 PLEASE NOTE THAT MANAGEMENT RECOMMENDS TO Mgmt Against Against
VOTE ABSTAIN ON THIS RESOLUTION:
Appointment of Mr. Claude Briquet as Board
member representing employee shareholders
O.35 Appointment of Mrs. Magali Herbaut as Board Mgmt For For
member representing employee shareholders
O.36 PLEASE NOTE THAT MANAGEMENT RECOMMENDS TO Mgmt Against Against
VOTE ABSTAIN ON THIS RESOLUTION:
Appointment of Mr. Thierry Jacquet as Board
member representing employee shareholders
O.37 PLEASE NOTE THAT MANAGEMENT RECOMMENDS TO Mgmt Against Against
VOTE ABSTAIN ON THIS RESOLUTION:
Appointment of Mr. Jean-Michel Vedrine as
Board member representing employee
shareholders
O.38 Setting the amount of attendance allowances Mgmt For For
allocated to the Board of Directors
O.39 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SEMPRA ENERGY Agenda Number: 933753332
--------------------------------------------------------------------------------------------------------------------------
Security: 816851109
Meeting Type: Annual
Meeting Date: 09-May-2013
Ticker: SRE
ISIN: US8168511090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ALAN L. BOECKMANN Mgmt For For
1B. ELECTION OF DIRECTOR: JAMES G. BROCKSMITH Mgmt For For
JR.
1C. ELECTION OF DIRECTOR: WILLIAM D. JONES Mgmt For For
1D. ELECTION OF DIRECTOR: WILLIAM G. OUCHI Mgmt For For
1E. ELECTION OF DIRECTOR: DEBRA L. REED Mgmt For For
1F. ELECTION OF DIRECTOR: WILLIAM C. RUSNACK Mgmt For For
1G. ELECTION OF DIRECTOR: WILLIAM P. RUTLEDGE Mgmt For For
1H. ELECTION OF DIRECTOR: LYNN SCHENK Mgmt For For
1I. ELECTION OF DIRECTOR: JACK T. TAYLOR Mgmt For For
1J. ELECTION OF DIRECTOR: LUIS M. TELLEZ Mgmt For For
1K. ELECTION OF DIRECTOR: JAMES C. YARDLEY Mgmt For For
2. RATIFICATION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
3. ADVISORY APPROVAL OF OUR EXECUTIVE Mgmt For For
COMPENSATION.
4. APPROVAL OF 2013 LONG-TERM INCENTIVE PLAN. Mgmt For For
5. SHAREHOLDER PROPOSAL REGARDING INDEPENDENT Shr Against For
BOARD CHAIRMAN.
--------------------------------------------------------------------------------------------------------------------------
SKANDINAVISKA ENSKILDA BANKEN, STOCKHOLM Agenda Number: 704282259
--------------------------------------------------------------------------------------------------------------------------
Security: W25381141
Meeting Type: AGM
Meeting Date: 21-Mar-2013
Ticker:
ISIN: SE0000148884
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN Non-Voting
SWEDEN ACCEPT ABSTAIN AS A VALID VOTE
OPTION. THANK YOU
1 Opening of the Meeting Non-Voting
2 Election of Chairman of the Meeting: The Non-Voting
Nomination Committee proposes Sven Unger,
member of the Swedish Bar Association, as
Chairman of the Meeting
3 Preparation and approval of the voting list Non-Voting
4 Approval of the agenda Non-Voting
5 Election of two persons to check the Non-Voting
minutes of the Meeting together with the
Chairman
6 Determination of whether the Meeting has Non-Voting
been duly convened
7 Presentation of the Annual Report and the Non-Voting
Auditors' Report as well as the
Consolidated Accounts and the Auditors'
Report on the Consolidated Accounts
8 The President's speech Non-Voting
9 Adoption of the Profit and Loss Account and Non-Voting
Balance Sheet as well as the Consolidated
Profit and Loss Account and Consolidated
Balance Sheet
10 Allocation of the Bank's profit as shown in Non-Voting
the Balance Sheet adopted by the Meeting.
The Board of Directors proposes a dividend
of SEK 2.75 per share and Tuesday, 26 March
2013 as record date for the dividend. If
the Meeting decides according to the
proposal the dividend is expected to be
distributed by Euroclear on Tuesday, 2
April 2013
11 Discharge from liability of the Members of Mgmt For For
the Board of Directors and the President
12 Information concerning the work of the Non-Voting
Nomination Committee
13 Determination of the number of Directors Mgmt For For
and Auditors to be elected by the Meeting:
The Nomination Committee proposes 12
Directors and one Auditor
14 Approval of the remuneration to the Mgmt For For
Directors and the Auditor elected by the
Meeting
15 Election of Directors as well as Chairman Mgmt For For
of the Board of Directors: The Nomination
Committee proposes re-election of the
Directors: Johan H. Andresen, Signhild
Arnegard Hansen, Annika Falkengren, Urban
Jansson, Birgitta Kantola, Tomas Nicolin,
Jesper Ovesen, Jacob Wallenberg and Marcus
Wallenberg and new election of Samir
Brikho, Winnie Fok and Sven Nyman. Marcus
Wallenberg is proposed as Chairman of the
Board of Directors
16 Election of Auditor: The Nomination Mgmt For For
Committee proposes re-election of the
registered public accounting firm
PricewaterhouseCoopers AB for the period up
to and including the Annual General Meeting
2014. Main responsible will be Authorised
Public Accountant Peter Nyllinge
17 The Board of Director's proposal on Mgmt For For
guidelines for salary and other
remuneration for the President and members
of the Group Executive Committee
18.a The Board of Directors' proposal on Mgmt For For
long-term equity programmes for 2013: SEB
Share Deferral Programme (SDP) 2013 for the
Group Executive Committee and certain other
senior managers and key employees with
critical competences
18.b The Board of Directors' proposal on Mgmt For For
long-term equity programmes for 2013: SEB
Share Matching Programme (SMP) 2013 for
selected key business employees with
critical competences
18.c The Board of Directors' proposal on Mgmt For For
long-term equity programmes for 2013: SEB
All Employee Programme (AEP) 2013 for all
employees in selected countries
19.a The Board of Directors' proposal on the Mgmt For For
acquisition and sale of the Bank's own
shares: Acquisition of the Bank's own
shares in its securities business
19.b The Board of Directors' proposal on the Mgmt For For
Acquisition and sale of the Bank's own
shares: acquisition and sale of the Bank's
own shares for capital purposes and for
long-term equity programmes
19.c The Board of Directors' proposal on the Mgmt For For
acquisition and sale of the Bank's own
shares: Transfer of the Bank's own shares
to participants in the 2013 long-term
equity programmes
20 The Board of Director's proposal on the Mgmt For For
appointment of auditors of foundations that
have delegated their business to the Bank
21 Proposal submitted by a shareholder on Shr Against For
amendment to the Articles of Association
22 Closing of the Annual General Meeting Non-Voting
--------------------------------------------------------------------------------------------------------------------------
STANLEY BLACK & DECKER, INC Agenda Number: 933750920
--------------------------------------------------------------------------------------------------------------------------
Security: 854502101
Meeting Type: Annual
Meeting Date: 16-Apr-2013
Ticker: SWK
ISIN: US8545021011
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
GEORGE W. BUCKLEY Mgmt For For
PATRICK D. CAMPBELL Mgmt For For
CARLOS M. CARDOSO Mgmt For For
ROBERT B. COUTTS Mgmt For For
B.H. GRISWOLD, IV Mgmt For For
JOHN F. LUNDGREN Mgmt For For
ANTHONY LUISO Mgmt For For
MARIANNE M. PARRS Mgmt For For
ROBERT L. RYAN Mgmt For For
2. APPROVE THE STANLEY BLACK & DECKER 2013 Mgmt For For
LONG-TERM INCENTIVE PLAN.
3. APPROVE THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE COMPANY'S 2013 FISCAL YEAR.
4. APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For
COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
STATOIL ASA, STAVANGER Agenda Number: 704452553
--------------------------------------------------------------------------------------------------------------------------
Security: R8413J103
Meeting Type: AGM
Meeting Date: 14-May-2013
Ticker:
ISIN: NO0010096985
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT Non-Voting
NEED TO BE RE-REGISTERED IN THE BENEFICIAL
OWNERS NAME TO BE ALLOWED TO VOTE AT
MEETINGS. SHARES WILL BE TEMPORARILY
TRANSFERRED TO A SEPARATE ACCOUNT IN THE
BENEFICIAL OWNER'S NAME ON THE PROXY
DEADLINE AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE
MEETING.
CMMT BLOCKING SHOULD ALWAYS BE APPLIED, RECORD Non-Voting
DATE OR NOT.
1 Open Meeting Non-Voting
2 Registration of Attending Shareholders and Non-Voting
Proxies
3 Elect Olaug Svarva as the Chairman of Mgmt No vote
Meeting
4 Approve Notice of Meeting and Agenda Mgmt No vote
5 Designate Inspector(s) of Minutes of Mgmt No vote
Meeting
6 Approve Financial Statements and Statutory Mgmt No vote
Reports Approve Allocation of Income and
Dividends of NOK 6.75 per Share
7 PLEASE NOTE THAT THIS RESOLUTION IS A Shr No vote
SHAREHOLDER PROPOSAL: Withdraw Company from
Tar Sands Activities in Canada
8 PLEASE NOTE THAT THIS RESOLUTION IS A Shr No vote
SHAREHOLDER PROPOSAL: Withdraw Company from
Ice-Laden Activities in the Arctic
9 Approve Board of Directors' Statement on Mgmt No vote
Company Corporate Governance
10 Approve Remuneration Policy And Other Terms Mgmt No vote
of Employment For Executive Management
11 Approve Remuneration of Auditors Mgmt No vote
12 Amendment of Articles of Association: Mgmt No vote
Article 11: Re: Appointment of Nominating
Committee Members
13 Approve Remuneration of Corporate Assembly Mgmt No vote
in the Amount of NOK 112,200 for the
Chairman, NOK 59,100 for the Vice Chairman,
NOK 41,500 for Other Members, and NOK 5,900
for Deputy Members
14 Elect Elisabeth Berge and Johan Alstad as Mgmt No vote
Member and Deputy Member of Nominating
Committee
15 Approve Remuneration of Nominating Mgmt No vote
Committee in the Amount of NOK 11,200 for
the Chairman and NOK 8,300 for Other
Members
16 Authorize Repurchase and Reissuance of Mgmt No vote
Shares up to a Nominal Value of NOK 27.5
Million in Connection with Share Saving
Scheme for Employees
17 Authorize Repurchase of up to 75 Million Mgmt No vote
Shares For Cancellation Purposes
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF CHAIRMAN'S NAME AND ARTICLE
NUMBER. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
SVENSKA HANDELSBANKEN AB, STOCKHOLM Agenda Number: 704275785
--------------------------------------------------------------------------------------------------------------------------
Security: W90937181
Meeting Type: AGM
Meeting Date: 20-Mar-2013
Ticker:
ISIN: SE0000193120
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN Non-Voting
SWEDEN ACCEPT ABSTAIN AS A VALID VOTE
OPTION. THANK YOU
1 Opening of the meeting Non-Voting
2 Election of the chairman of the meeting: Non-Voting
The nomination committee proposes that Mr
Sven Unger should be chairman of the
meeting
3 Establishment and approval of the list of Non-Voting
voters
4 Approval of the agenda Non-Voting
5 Election of two persons to countersign the Non-Voting
minutes
6 Determining whether the meeting has been Non-Voting
duly called
7.1 A presentation of the annual accounts and Non-Voting
auditors' report, as well as the
consolidated annual accounts and the
auditors' report for the Group, for 2012.
In connection with this: a presentation of
the past year's work by the Board and its
committees
7.2 A presentation of the annual accounts and Non-Voting
auditors' report, as well as the
consolidated annual accounts and the
auditors' report for the Group, for 2012.
In connection with this: a speech by the
Group Chief Executive, and any questions
from shareholders to the Board and
management of the Bank
7.3 A presentation of the annual accounts and Non-Voting
auditors' report, as well as the
consolidated annual accounts and the
auditors' report for the Group, for 2012.
In connection with this: a presentation of
audit work during 2012
8 Resolutions concerning adoption of the Mgmt For For
income statement and the balance sheet, as
well as the consolidated income statement
and consolidated balance sheet
9 Resolution on the allocation of the Bank's Mgmt For For
profits in accordance with the adopted
balance sheet and also concerning the
record day. The Board proposes a dividend
of SEK 10.75 per share, and that Monday, 25
March 2013 be the record day for the
receiving of dividends. If the meeting
resolves in accordance with the proposal,
Euroclear expects to distribute the
dividend on Thursday, 28 March 2013
10 Resolution on release from liability for Mgmt For For
the members of the Board and the Group
Chief Executive for the period referred to
in the financial reports
11 Authorisation for the Board to resolve on Mgmt For For
acquisition and divestment of shares in the
Bank
12 Acquisition of shares in the Bank for the Mgmt For For
Bank's trading book pursuant to Chapter 7,
Section 6 of the Swedish Securities Market
Act
13 Determining the number of members of the Mgmt For For
Board to be appointed by the meeting
14 Determining the number of auditors to be Mgmt For For
appointed by the meeting
15 Deciding fees for Board members and Mgmt Against Against
auditors
16 Election of the Board members and the Mgmt Against Against
Chairman of the Board: The nomination
committee proposes that the meeting
re-elect all Board members with the
exception of Mr Hans Larsson who has
declined re-election. The nomination
committee also proposes that Mr Anders
Nyren be elected as Chairman of the Board
17 Election of auditors: The nomination Mgmt For For
committee proposes that the meeting
re-elect KPMG AB and Ernst & Young AB as
auditors for the period until the end of
the AGM to be held in 2014. These two
auditing companies have announced that,
should they be elected, they will appoint
the same auditors to be auditors in charge
as in 2012: Mr Stefan Holmstrom (authorised
public accountant) will be appointed as
auditor in charge for KPMG AB, while Mr
Erik Astrom (authorised public accountant)
will be appointed as auditor in charge for
Ernst & Young AB
18 The Board's proposal concerning guidelines Mgmt For For
for compensation to senior management
19 The Board's proposal concerning the Mgmt For For
appointment of auditors in foundations
without own management
20 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: Shareholder's
proposal regarding a change to the articles
of association in respect of the
composition of the Board
21 Closing of the meeting Non-Voting
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN THE TEXT OF RESOLUTION 9.
IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
SWEDBANK AB, STOCKHOLM Agenda Number: 704310438
--------------------------------------------------------------------------------------------------------------------------
Security: W9423X102
Meeting Type: AGM
Meeting Date: 20-Mar-2013
Ticker:
ISIN: SE0000242455
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 164743 DUE TO CHANGE IN VOTING
STATUS OF RESOLUTION 9.B. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN Non-Voting
SWEDEN ACCEPT ABSTAIN AS A VALID VOTE
OPTION. THANK YOU
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
1 Opening of the Meeting and address by the Non-Voting
Chair of the Board of Directors
2 Election of the Meeting Chair: The Non-Voting
Nomination Committee proposes that Counsel
Claes Zettermarck is elected Chair at the
Meeting
3 Preparation and approval of the voting list Non-Voting
4 Approval of the agenda Non-Voting
5 Election of two persons to verify the Non-Voting
minutes
6 Decision whether the Meeting has been duly Non-Voting
convened
7.a Presentation of the annual report and the Non-Voting
consolidated accounts for the financial
year 2012
7.b Presentation of the auditor's reports for Non-Voting
the bank and the group for the financial
year 2012
7.c Address by the CEO Non-Voting
8 Adoption of the profit and loss account and Non-Voting
balance sheet of the bank and the
consolidated profit and loss account and
consolidated balance sheet for the
financial year 2012
9.a Approval of the allocation of the bank's Mgmt For For
profit in accordance with the adopted
balance sheet
9.b PLEASE NOTE THAT THIS RESOLUTION IS A Shr For Against
SHAREHOLDER PROPOSAL: Decision on the
record date for dividends and in
conjunction herewith the matter submitted
by the shareholder Bo Arnells regarding his
announced proposal to decrease the share
dividend
10 Decision whether to discharge the members Mgmt For For
of the Board of Directors and the CEO from
liability
11 Determination of the number of Board Mgmt For For
members: The Nomination Committee proposes
that the number of Board members, which
shall be appointed by the Meeting, shall be
unchanged at ten
12.a Determination of the fees to the Board Mgmt For For
members
12.b Determination of the fees to the Auditor Mgmt For For
13 Election of the Board members and the Mgmt For For
Chair: The Nomination Committee proposes,
for the period until the close of the next
AGM, that all Board members are re-elected,
thus Olav Fjell, Ulrika Francke, Goran
Hedman, Lars Idermark, Anders Igel, Pia
Rudengren, Anders Sundstrom, Charlotte
Stromberg, Karl-Henrik Sundstrom and Siv
Svensson. The Nomination Committee proposes
that Anders Sundstrom be elected as Chair
of the Board of Directors
14 Decision on the Nomination Committee: The Mgmt For For
Nomination Committee shall consist of five
members
15 Decision on the guidelines for remuneration Mgmt For For
to top executives
16 Decision to acquire own shares in Mgmt For For
accordance with the Securities Market Act
17 Decision on authorization for the Board of Mgmt For For
Directors to decide on acquisitions of own
shares in addition to what is stated in
item 16
18 Decision on authorization for the Board of Mgmt For For
Directors to decide on issuance of
convertibles
19.a Approval of performance and share based Mgmt For For
remuneration programs for 2013: Decision
regarding a common program for 2013
19.b Approval of performance and share based Mgmt For For
remuneration programs for 2013: Decision
regarding deferred variable remuneration in
the form of shares under an individual
program 2013
19.c Approval of performance and share based Mgmt For For
remuneration programs for 2013: Decision
regarding transfer of own ordinary shares
20 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: Matter submitted by
the shareholder Bo Arnells on suggested
proposal to decrease the share dividend
(refer to item 9) and for the bank to
become a full service bank again
21 Closing of the meeting Non-Voting
CMMT PLEASE NOTE, PROPOSALS 9.A AND 9.B ARE Non-Voting
BEING TREATED AS 1 PROPOSAL. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL COMMENT. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
SWEDISH MATCH AB, STOCKHOLM Agenda Number: 704331052
--------------------------------------------------------------------------------------------------------------------------
Security: W92277115
Meeting Type: AGM
Meeting Date: 25-Apr-2013
Ticker:
ISIN: SE0000310336
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN Non-Voting
SWEDEN ACCEPT ABSTAIN AS A VALID VOTE
OPTION. THANK YOU
1 Opening of the Meeting and election of the Non-Voting
Chairman of the Meeting.: Sven Unger,
attorney at law, is proposed as the
Chairman of the Meeting
2 Preparation and approval of the voting list Non-Voting
3 Election of one or two persons, to verify Non-Voting
the Minutes
4 Determination of whether the Meeting has Non-Voting
been duly convened
5 Approval of the Agenda Non-Voting
6 Presentation of the Annual Report and the Non-Voting
Auditors' Report, the Consolidated
Financial Statements and the Auditors'
Report on the Consolidated Financial
Statements for 2012, the Auditors'
Statement regarding compliance with the
principles for determination of
remuneration to senior executives as well
as the Board of Directors' motion regarding
the allocation of profit and explanatory
statements. In connection therewith, the
President's address and the report
regarding the work of the Board of
Directors and the work and function of the
Audit Committee
7 Adoption of the Income Statement and Mgmt For For
Balance Sheet and of the Consolidated
Income Statement and Consolidated Balance
Sheet
8 Resolution in respect of allocation of the Mgmt For For
Company's profit in accordance with the
adopted Balance Sheet and resolution on
record day for dividend: The Board of
Directors proposes that a dividend be paid
to the shareholders in the amount of 7.30
SEK per share and that the remaining
profits be carried forward. The proposed
record date for entitlement to receive a
cash dividend is April 30, 2013. The
dividend is expected to be paid through
Euroclear Sweden AB, on May 6, 2013
9 Resolution regarding discharge from Mgmt For For
liability for the Board members and the
President
10.a Resolution regarding the reduction of the Mgmt For For
share capital by way of a recall of
repurchased shares, and the transfer of the
reduced amount to a fund to be used
pursuant to a resolution adopted by the
General Meeting; and
10.b Resolution regarding a bonus issue Mgmt For For
11 Resolution regarding the authorization of Mgmt For For
the Board of Directors to decide on the
acquisition of shares in the Company
12 Adoption of principles for determination of Mgmt For For
remuneration payable to senior executives.
In connection therewith the report
regarding the work and function of the
Compensation Committee
13 Determination of the number of members of Mgmt For For
the Board of Directors to be elected by the
Meeting: The Board of Directors shall
comprise seven members elected by the
Annual General Meeting and no deputies
14 Determination of the remuneration to be Mgmt For For
paid to the Board of Directors
15 Election of members of the Board, the Mgmt For For
Chairman of the Board and the Deputy
Chairman of the Board: The following Board
members are proposed for re-election:
Andrew Cripps, Karen Guerra, Conny
Karlsson, Robert F. Sharpe, Meg Tiveus and
Joakim Westh. The Nominating Committee
proposes the election of Wenche Rolfsen as
new member of the Board. Conny Karlsson is
proposed to be re-elected as Chairman of
the Board and Andrew Cripps is proposed to
be re-elected as Deputy Chairman of the
Board
16 Determination of the number of Auditors: Mgmt For For
The Nominating Committee proposes the
number of Auditors shall be one with no
Deputy Auditor
17 Determination of the remuneration to be Mgmt For For
paid to the Auditors
18 Election of Auditors: The Nominating Mgmt For For
Committee proposes re-election of the
accounting firm KPMG AB, for the period as
of the end of the Annual General Meeting
2013 until the end of the Annual General
Meeting 2014
--------------------------------------------------------------------------------------------------------------------------
SWISS RE AG, ZUERICH Agenda Number: 704336381
--------------------------------------------------------------------------------------------------------------------------
Security: H8431B109
Meeting Type: AGM
Meeting Date: 10-Apr-2013
Ticker:
ISIN: CH0126881561
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 153200,
INCLUDING THE AGENDA. TO VOTE IN THE
UPCOMING MEETING, YOUR NAME MUST BE
NOTIFIED TO THE COMPANY REGISTRAR AS
BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE
INSTRUCTIONS THAT ARE SUBMITTED AFTER THE
CUTOFF DATE WILL BE PROCESSED ON A BEST
EFFORT BASIS. THANK YOU.
CMMT BLOCKING OF REGISTERED SHARES IS NOT A Non-Voting
LEGAL REQUIREMENT IN THE SWISS MARKET,
SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTING INSTRUCTION, IT IS POSSIBLE THAT
A MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU
HAVE CONCERNS REGARDING YOUR ACCOUNTS,
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE.
1.1 Consultative vote on the compensation Mgmt For For
report
1.2 Approval of the Annual Report, annual and Mgmt For For
consolidated financial statements for the
2012 financial year
2 Allocation of disposable profit Mgmt For For
3.1 Ordinary dividend by way of a withholding Mgmt For For
tax exempt repayment of legal reserves from
capital contributions of CHF 3.50 per share
and a prior reclassification into other
reserves
3.2 Special dividend by way of a withholding Mgmt For For
tax exempt repayment of legal reserves from
capital contributions of CHF 4.00 per share
and a prior reclassification into other
reserves
4 Discharge of the members of the Board of Mgmt For For
Directors
5.1.1 Re-election of Walter B. Kielholz Mgmt For For
5.1.2 Re-election of Malcolm D. Knight Mgmt For For
5.1.3 Re-election of Carlos E. Represas Mgmt For For
5.1.4 Re-election of Jean-Pierre Roth Mgmt For For
5.1.5 Election of Mary Francis Mgmt For For
5.2 Re-election of the auditor: Mgmt For For
PricewaterhouseCoopers Ag (PwC), Zurich
6.1 Amendment of Art. 3a of the Articles of Mgmt For For
Association (conditional capital for
Equity-Linked Financing Instruments)
6.2 Renewal and amendment of the authorised Mgmt For For
capital as per Art. 3b of the Articles of
Association
6.3 Cancellation of the authorised capital as Mgmt For For
per Art. 3c of the Articles of Association
7 Ad-hoc Mgmt Abstain For
--------------------------------------------------------------------------------------------------------------------------
TDC A/S Agenda Number: 704269415
--------------------------------------------------------------------------------------------------------------------------
Security: K94545116
Meeting Type: AGM
Meeting Date: 07-Mar-2013
Ticker:
ISIN: DK0060228559
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT IF THE CHAIRMAN OF THE Non-Voting
BOARD OR A BOARD MEMBER IS APPOINTED AS
PROXY, WHICH IS OFTEN THE CASE, CLIENTS CAN
ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT
VOTES. THE ONLY WAY TO GUARANTEE THAT
ABSTAIN AND/OR AGAINST VOTES ARE
REPRESENTED AT THE MEETING IS TO SEND YOUR
OWN REPRESENTATIVE. THE SUB CUSTODIAN BANKS
OFFER REPRESENTATION SERVICES FOR AN ADDED
FEE IF REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SOME OF Non-Voting
SUBCUSTODIANS IN DENMARK REQUIRE THE SHARES
TO BE REGISTERED IN SEGREGATED ACCOUNTS BY
REGISTRATION DEADLINE IN ORDER TO PROVIDE
VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL
CUSTODIAN TO FIND OUT IF THIS REQUIREMENT
APPLIES TO YOUR SHARES AND, IF SO, YOUR
SHARES ARE REGISTERED IN A SEGREGATED
ACCOUNT FOR THIS GENERAL MEETING.
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS "5.a TO 5.g AND 6".
THANK YOU.
1 The report of the Board of Directors on the Non-Voting
Company's activities during the past year
2 Presentation and adoption of the annual Mgmt For For
report
3 Resolution to discharge the Board of Mgmt For For
Directors and the Executive Committee from
liability
4 Resolution on the distribution of profits Mgmt For For
as recorded in the annual report as adopted
5.a Re-election of member and alternate member Mgmt For For
to the Board of Directors: Vagn Sorensen
5.b Re-election of member and alternate member Mgmt For For
to the Board of Directors: Pierre Danon
5.c Re-election of member and alternate member Mgmt For For
to the Board of Directors: Stine Bosse
5.d Re-election of member and alternate member Mgmt For For
to the Board of Directors: Angus Porter
5.e Re-election of member and alternate member Mgmt For For
to the Board of Directors: Lars Rasmussen
5.f Re-election of member and alternate member Mgmt For For
to the Board of Directors: Soren Thorup
Sorensen
5.g Election of member and alternate member to Mgmt For For
the Board of Directors: Pieter Knook
6 Re-election of PricewaterhouseCoopers as Mgmt For For
auditor
7.a Proposals from the Board of Directors or Mgmt For For
the shareholders: Authorisation of the
Board of Directors to acquire own shares
7.b Proposals from the Board of Directors or Mgmt For For
the shareholders: Amendment of the
Company's remuneration policy for the Board
of Directors and the Executive Committee
7.c Proposals from the Board of Directors or Mgmt For For
the shareholders: Adoption of the Board of
Directors' remuneration for 2013
7.d Proposals from the Board of Directors or Mgmt For For
the shareholders: Reduction of the
Company's share capital
8 Any other business Non-Voting
--------------------------------------------------------------------------------------------------------------------------
TELE2 AB, STOCKHOLM Agenda Number: 704415098
--------------------------------------------------------------------------------------------------------------------------
Security: W95878117
Meeting Type: AGM
Meeting Date: 13-May-2013
Ticker:
ISIN: SE0000314312
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN Non-Voting
SWEDEN ACCEPT ABSTAIN AS A VALID VOTE
OPTION. THANK YOU
1 Opening of the Annual General Meeting Non-Voting
2 Election of Wilhelm Luning as the Chairman Non-Voting
of the Annual General Meeting
3 Preparation and approval of the voting list Non-Voting
4 Approval of the agenda Non-Voting
5 Election of one or two persons to check and Non-Voting
verify the minutes
6 Determination of whether the Annual General Non-Voting
Meeting has been duly convened
7 Remarks by the Chairman of the Board of Non-Voting
Directors
8 Presentation by the Chief Executive Officer Non-Voting
9 Presentation of annual report, auditor's Non-Voting
report and the consolidated financial
statements and the auditor's report on the
consolidated financial statements
10 Resolution on the adoption of the income Mgmt For For
statement and balance sheet and of the
consolidated income statement and the
consolidated balance sheet
11 Resolution on the proposed treatment of the Mgmt For For
Company's earnings as stated in the adopted
balance sheet
12 Resolution on the discharge of liability of Mgmt For For
the directors of the Board and the Chief
Executive Officer
13 Determination of the number of directors of Mgmt For For
the Board
14 Determination of the remuneration to the Mgmt For For
directors of the Board and the auditor
15 The Nomination Committee proposes that the Mgmt For For
Annual General Meeting shall re-elect Lars
Berg, Mia Brunell Livfors, John Hepburn,
Erik Mitteregger, Mike Parton and John
Shakeshaft as directors of the Board and to
elect Carla Smits-Nusteling and Mario
Zanotti as new directors of the Board
16 Approval of the procedure of the Nomination Mgmt For For
Committee
17 Resolution regarding guidelines for Mgmt For For
remuneration to senior executives
18 Resolution to authorise the Board of Mgmt For For
Directors to resolve on repurchase of own
shares
19 Resolution on amendment of the Articles of Mgmt For For
Association: Section 4 Paragraph 2 and
Section 5 Paragraph 1
20.a Resolution on share redemption program in Mgmt For For
connection with the sale of Tele2 Russia
comprising the following resolutions: Share
split 2:1
20.b Resolution on share redemption program in Mgmt For For
connection with the sale of Tele2 Russia
comprising the following resolutions:
Reduction of the share capital through
redemption of shares
20.c Resolution on share redemption program in Mgmt For For
connection with the sale of Tele2 Russia
comprising the following resolutions:
Increase of the share capital through a
bonus issue without issuance of new shares
21.a PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: To instruct the Board
of Directors to prepare a proposal for the
Annual General Meeting 2014 regarding Board
representation for the small and mid-size
shareholders of the Company
21.b PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: To instruct the Board
of Directors to take appropriate actions in
order to establish a shareholders'
association in the Company
21.c PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: Special examination
regarding the Company's customer policy
21.d PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: Special examination
regarding the Company's investor relations
policy
22 Closing of the Annual General Meeting Non-Voting
--------------------------------------------------------------------------------------------------------------------------
TELE2 AB, STOCKHOLM Agenda Number: 704444936
--------------------------------------------------------------------------------------------------------------------------
Security: W95878117
Meeting Type: EGM
Meeting Date: 13-May-2013
Ticker:
ISIN: SE0000314312
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 190418 DUE TO CHANGE IN VOTING
STATUS. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN Non-Voting
SWEDEN ACCEPT ABSTAIN AS A VALID VOTE
OPTION. THANK YOU
1 Opening of the Extraordinary General Non-Voting
Meeting
2 Election of Chairman of the Extraordinary Non-Voting
General Meeting
3 Preparation and approval of the voting list Non-Voting
4 Approval of the agenda Non-Voting
5 Election of one or two persons to check and Non-Voting
verify the minutes
6 Determination of whether the Extraordinary Non-Voting
General Meeting has been duly convened
7.a Resolution regarding incentive programme Mgmt For For
comprising the following resolution:
Adoption of an incentive programme
7.b Resolution regarding incentive programme Mgmt For For
comprising the following resolution:
Authorisation to resolve to issue Class C
shares
7.c Resolution regarding incentive programme Mgmt For For
comprising the following resolution:
Authorisation to resolve to repurchase own
Class C shares
7.d Resolution regarding incentive programme Mgmt For For
comprising the following resolution:
Transfer of own Class B shares
8 Closing of the Extraordinary General Non-Voting
Meeting
--------------------------------------------------------------------------------------------------------------------------
TELENOR ASA, FORNEBU Agenda Number: 704455674
--------------------------------------------------------------------------------------------------------------------------
Security: R21882106
Meeting Type: AGM
Meeting Date: 15-May-2013
Ticker:
ISIN: NO0010063308
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT Non-Voting
NEED TO BE RE-REGISTERED IN THE BENEFICIAL
OWNERS NAME TO BE ALLOWED TO VOTE AT
MEETINGS. SHARES WILL BE TEMPORARILY
TRANSFERRED TO A SEPARATE ACCOUNT IN THE
BENEFICIAL OWNER'S NAME ON THE PROXY
DEADLINE AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE
MEETING.
CMMT BLOCKING SHOULD ALWAYS BE APPLIED, RECORD Non-Voting
DATE OR NOT.
1 Approval of the notice of the Annual Mgmt No vote
General Meeting and the agenda
3 Approval of the financial statements and Mgmt No vote
report from the Board of Directors for the
financial year 2012
4 Approval of the remuneration to the Mgmt No vote
company's auditor
5 Information and vote on the Board of Mgmt No vote
Director's statement regarding the
determination of salary and other
remuneration to the executive management
6 Reduction of share capital by cancelling Mgmt No vote
treasury shares and redemption of shares
owned by the Kingdom of Norway and
reduction of other equity
7 Authorisation to acquire treasury shares Mgmt No vote
for the purpose of cancellation
8.1 Election of shareholder elected member to Mgmt No vote
the Corporate Assembly In line with the
nomination committee's proposal: Anders
Skjaevestad
8.2 Election of shareholder elected member to Mgmt No vote
the Corporate Assembly In line with the
nomination committee's proposal: John
Gordon Bernander
8.3 Election of shareholder elected member to Mgmt No vote
the Corporate Assembly In line with the
nomination committee's proposal: Kirsten
Ideboen
8.4 Election of shareholder elected member to Mgmt No vote
the Corporate Assembly In line with the
nomination committee's proposal: Didrik
Munch
8.5 Election of shareholder elected member to Mgmt No vote
the Corporate Assembly In line with the
nomination committee's proposal: Elin
Merete Myrmel-Johansen
8.6 Election of shareholder elected member to Mgmt No vote
the Corporate Assembly In line with the
nomination committee's proposal: Widar
Salbuvik
8.7 Election of shareholder elected member to Mgmt No vote
the Corporate Assembly In line with the
nomination committee's proposal: Tore
Onshuus Sandvik
8.8 Election of shareholder elected member to Mgmt No vote
the Corporate Assembly In line with the
nomination committee's proposal: Silvija
Seres
8.9 Election of shareholder elected member to Mgmt No vote
the Corporate Assembly In line with the
nomination committee's proposal: Siri
Pettersen Strandenes
8.10 Election of shareholder elected member to Mgmt No vote
the Corporate Assembly In line with the
nomination committee's proposal: Olaug
Svarva
8.11 Election of Deputy Member elected member to Mgmt No vote
the Corporate Assembly In line with the
nomination committee's proposal: Gry
Molleskog (1st deputy)
8.12 Election of Deputy Member elected member to Mgmt No vote
the Corporate Assembly In line with the
nomination committee's proposal:
Nils-Edvard Olsen (2nd deputy)
8.13 Election of Deputy Member elected member to Mgmt No vote
the Corporate Assembly In line with the
nomination committee's proposal: Ingvild
Nybo Holth (3rd deputy)
9.i Election of member to the Nomination Mgmt No vote
Committee In line with the nomination
committee's proposal: Mette I. Wikborg
9.ii Election of member to the Nomination Mgmt No vote
Committee In line with the nomination
committee's proposal: Rune Selmar
10.i Determination of remuneration to the Mgmt No vote
members of: the Corporate Assembly; In line
with the nomination committee's proposal
10.ii Determination of remuneration to the Mgmt No vote
members of: the Nomination Committee In
line with the nomination committee's
proposal
--------------------------------------------------------------------------------------------------------------------------
TELIASONERA AB, STOCKHOLM Agenda Number: 704278464
--------------------------------------------------------------------------------------------------------------------------
Security: W95890104
Meeting Type: AGM
Meeting Date: 03-Apr-2013
Ticker:
ISIN: SE0000667925
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN Non-Voting
SWEDEN ACCEPT ABSTAIN AS A VALID VOTE
OPTION. THANK YOU
1 Election of chairperson of the meeting: Non-Voting
Sven Unger, Attorney-at-law
2 Preparation and approval of voting register Non-Voting
3 Adoption of agenda Non-Voting
4 Election of two persons to check the Non-Voting
meeting minutes along with the chairperson
5 Confirmation that the meeting has been duly Non-Voting
and properly convened
6 Presentation of the Annual Report and Non-Voting
Auditor's Report, Consolidated Financial
Statements and Group Auditor's Report for
2012. Speech by acting President and CEO
Per-Arne Blomquist in connection herewith
and a description of the Board of Directors
work during 2012
7 Resolution to adopt the Income Statement, Mgmt For For
Balance Sheet, Consolidated Statement of
Comprehensive Income and Consolidated
Statement of Financial Position for 2012
8 The Board of Directors proposes that a Mgmt For For
dividend of SEK 2.85 per share shall be
distributed to the shareholders, and that
April 8, 2013 shall be set as the record
date for the dividend. If the annual
general meeting adopts this proposal, it is
estimated that disbursement from Euroclear
Sweden AB will take place on April 11, 2013
9 Resolution concerning discharging of Mgmt Against Against
members of the Board of Directors and the
President from personal liability towards
the Company for the administration of the
Company in 2012
10 Resolution concerning number of board Mgmt For For
members and deputy board members to be
elected by the annual general meeting
11 Resolution concerning remuneration to the Mgmt For For
Board of Directors
12 Election of Board of Directors. The Mgmt For For
election will be preceded by information
from the chairperson concerning positions
held in other companies by the candidates:
Re-election of Olli-Pekka Kallasvuo and
Per-Arne Sandstrom. New election of Marie
Ehrling, Mats Jansson, Tapio Kuula, Nina
Linander, Martin Lorentzon and Kersti
Sandqvist. Maija-Liisa Friman, Ingrid
Jonasson Blank, Anders Narvinger, Timo
Peltola, Lars Renstrom och Jon Risfelt have
declined re-election
13 Election of chairman and vice-chairman of Mgmt For For
the Board of Directors: Marie Ehrling as
chairman and Olli-Pekka Kallasvuo as
vice-chairman
14 Resolution concerning number of auditors Mgmt For For
and deputy auditors
15 Resolution concerning remuneration to the Mgmt For For
auditors
16 Election of auditors and deputy auditors: Mgmt For For
Re-election of PricewaterhouseCoopers AB
until the end of the annual general meeting
2014
17 Election of Nomination Committee: Magnus Mgmt For For
Skaninger (Swedish State), Kari Jarvinen
(Finnish State via Solidium Oy), Jan
Andersson (Swedbank Robur Funds), Per
Frennberg (Alecta) and Marie Ehrling
(chairman of the Board of Directors)
18 Proposal regarding guidelines for Mgmt For For
remuneration to the executive management
19 The Board of Directors' proposal for Mgmt For For
authorization to acquire own shares
20(a) The Board of Directors' proposal for: Mgmt Against Against
implementation of a long-term incentive
program 2013/2016
20(b) The Board of Directors' proposal for: Mgmt Against Against
hedging arrangements for the program
21 Proposal from the shareholder Carl Henrik Shr Abstain Against
Bramelid: That TeliaSonera either sells
back Skanova, which owns the copper cables
in Sweden, to the Swedish State or
distributes the shares to the company's
shareholders
22 Proposal from the shareholder Carl Henrik Shr Abstain Against
Bramelid: That TeliaSonera keeps its
operations on the mature markets and
separates its operations on the emerging
markets to a separate company/group the
shares of which are distributed to the
company's shareholders. The company/group
responsible for the emerging markets should
be listed
23 Proposal from the shareholder Ake Shr Abstain Against
Raushagen: that the present auditors be
dismissed and that the Nomination Committee
be given the assignment to draw up a
proposal on new auditors and to review the
assignment and the mandate of the new
auditors
24(a) Proposal from the shareholder Lars Shr Abstain Against
Bramelid: (a) that the new Board of
Directors be given the assignment to claim
damages from the persons who have damaged
the company, especially the company's
Management Group and the board members of
that time
24(b) Proposal from the shareholder Lars Shr Abstain Against
Bramelid: that the Board of Directors is
therefore given the right to limit the
company's claim for damages against these
persons to a total of up to SEK 100 million
--------------------------------------------------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC. Agenda Number: 933779754
--------------------------------------------------------------------------------------------------------------------------
Security: 38141G104
Meeting Type: Annual
Meeting Date: 23-May-2013
Ticker: GS
ISIN: US38141G1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN Mgmt For For
1B ELECTION OF DIRECTOR: M. MICHELE BURNS Mgmt For For
1C ELECTION OF DIRECTOR: GARY D. COHN Mgmt For For
1D ELECTION OF DIRECTOR: CLAES DAHLBACK Mgmt For For
1E ELECTION OF DIRECTOR: WILLIAM W. GEORGE Mgmt For For
1F ELECTION OF DIRECTOR: JAMES A. JOHNSON Mgmt For For
1G ELECTION OF DIRECTOR: LAKSHMI N. MITTAL Mgmt For For
1H ELECTION OF DIRECTOR: ADEBAYO O. OGUNLESI Mgmt For For
1I ELECTION OF DIRECTOR: JAMES J. SCHIRO Mgmt For For
1J ELECTION OF DIRECTOR: DEBORA L. SPAR Mgmt For For
1K ELECTION OF DIRECTOR: MARK E. TUCKER Mgmt For For
1L ELECTION OF DIRECTOR: DAVID A. VINIAR Mgmt For For
02 ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION (SAY ON PAY)
03 APPROVAL OF THE GOLDMAN SACHS AMENDED AND Mgmt Against Against
RESTATED STOCK INCENTIVE PLAN (2013)
04 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013
05 SHAREHOLDER PROPOSAL REGARDING HUMAN RIGHTS Shr Against For
COMMITTEE
06 SHAREHOLDER PROPOSAL REGARDING GOLDMAN Shr Against For
SACHS LOBBYING DISCLOSURE
07 SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS Shr Against For
FOR SHAREHOLDERS
08 SHAREHOLDER PROPOSAL REGARDING MAXIMIZATION Shr Against For
OF VALUE FOR SHAREHOLDERS
--------------------------------------------------------------------------------------------------------------------------
THE HOME DEPOT, INC. Agenda Number: 933779259
--------------------------------------------------------------------------------------------------------------------------
Security: 437076102
Meeting Type: Annual
Meeting Date: 23-May-2013
Ticker: HD
ISIN: US4370761029
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: F. DUANE ACKERMAN Mgmt For For
1B. ELECTION OF DIRECTOR: FRANCIS S. BLAKE Mgmt For For
1C. ELECTION OF DIRECTOR: ARI BOUSBIB Mgmt For For
1D. ELECTION OF DIRECTOR: GREGORY D. BRENNEMAN Mgmt For For
1E. ELECTION OF DIRECTOR: J. FRANK BROWN Mgmt For For
1F. ELECTION OF DIRECTOR: ALBERT P. CAREY Mgmt For For
1G. ELECTION OF DIRECTOR: ARMANDO CODINA Mgmt For For
1H. ELECTION OF DIRECTOR: BONNIE G. HILL Mgmt For For
1I. ELECTION OF DIRECTOR: KAREN L. KATEN Mgmt For For
1J. ELECTION OF DIRECTOR: MARK VADON Mgmt For For
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG Mgmt For For
LLP
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
4. APPROVAL OF THE MATERIAL TERMS OF OFFICER Mgmt For For
PERFORMANCE GOALS UNDER THE MANAGEMENT
INCENTIVE PLAN
5. APPROVAL OF THE AMENDED AND RESTATED 2005 Mgmt For For
OMNIBUS STOCK INCENTIVE PLAN
6. SHAREHOLDER PROPOSAL REGARDING EMPLOYMENT Shr Against For
DIVERSITY REPORT
7. SHAREHOLDER PROPOSAL REGARDING STORMWATER Shr Against For
MANAGEMENT POLICY
--------------------------------------------------------------------------------------------------------------------------
THE PNC FINANCIAL SERVICES GROUP, INC. Agenda Number: 933744561
--------------------------------------------------------------------------------------------------------------------------
Security: 693475105
Meeting Type: Annual
Meeting Date: 23-Apr-2013
Ticker: PNC
ISIN: US6934751057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RICHARD O. BERNDT Mgmt For For
1B ELECTION OF DIRECTOR: CHARLES E. BUNCH Mgmt For For
1C ELECTION OF DIRECTOR: PAUL W. CHELLGREN Mgmt For For
1D ELECTION OF DIRECTOR: WILLIAM S. DEMCHAK Mgmt For For
1E ELECTION OF DIRECTOR: KAY COLES JAMES Mgmt For For
1F ELECTION OF DIRECTOR: RICHARD B. KELSON Mgmt For For
1G ELECTION OF DIRECTOR: BRUCE C. LINDSAY Mgmt For For
1H ELECTION OF DIRECTOR: ANTHONY A. MASSARO Mgmt For For
1I ELECTION OF DIRECTOR: JANE G. PEPPER Mgmt For For
1J ELECTION OF DIRECTOR: JAMES E. ROHR Mgmt For For
1K ELECTION OF DIRECTOR: DONALD J. SHEPARD Mgmt For For
1L ELECTION OF DIRECTOR: LORENE K. STEFFES Mgmt For For
1M ELECTION OF DIRECTOR: DENNIS F. STRIGL Mgmt For For
1N ELECTION OF DIRECTOR: THOMAS J. USHER Mgmt For For
1O ELECTION OF DIRECTOR: GEORGE H. WALLS, JR. Mgmt For For
1P ELECTION OF DIRECTOR: HELGE H. WEHMEIER Mgmt For For
2 RATIFICATION OF THE AUDIT COMMITTEE'S Mgmt For For
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
PNC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
4 A SHAREHOLDER PROPOSAL REGARDING A REPORT Shr Against For
ON GREENHOUSE GAS EMISSIONS OF BORROWERS
AND EXPOSURE TO CLIMATE CHANGE RISK.
--------------------------------------------------------------------------------------------------------------------------
TURK TELEKOMUNIKASYON Agenda Number: 704508514
--------------------------------------------------------------------------------------------------------------------------
Security: M9T40N131
Meeting Type: OGM
Meeting Date: 28-May-2013
Ticker:
ISIN: TRETTLK00013
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 197314 DUE TO CHANGE IN AGENDA.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE. THANK
YOU.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: Non-Voting
POWER OF ATTORNEY (POA) REQUIRMENTS VARY BY
CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A POA
IN PLACE WHICH WOULD ELIMINATE THE NEED FOR
THE INDIVIDUAL BENEFICIAL OWNER POA. IN THE
ABSENCE OF THIS ARRANGEMENT, AN INDIVIDUAL
BENEFICIAL OWNER POA MAY BE REQUIRED. IF
YOU HAVE ANY QUESTIONS PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE. THANK YOU.
1 Opening and Election of the Chairmanship Mgmt For For
Committee
2 Authorizing the Chairmanship Committee to Mgmt For For
sign the minutes of the General Assembly
Meeting, and the List of Attendees
3 Reading the Board of Directors annual Mgmt For For
report for the year 2012
4 Reading the Statutory Board of Auditors Mgmt For For
annual report for the year 2012
5 Reading the summary reports of the Mgmt For For
Independent Audit Company for the year 2012
6 Reading, discussing and approving the Mgmt For For
balance sheet and profit/loss accounts for
the year 2012
7 Releasing the Board of Directors Members Mgmt For For
for operations and transactions of our
Company during 2012
8 Releasing the Statutory Auditors for Mgmt For For
operations and transactions of our Company
during 2012
9 According to Article 16 of Articles of Mgmt For For
Association of our Company, election of the
members of Board of Auditors in place of
the members whose membership has expired as
of 31.03.2013, defining their terms of
office and the salaries
10 Temporary appointments made by the Board of Mgmt For For
Directors to the Board of Directors for the
positions became vacant because of
resignations shall be submitted to the
approval of the General Assembly pursuant
to Article 363 of the Turkish Commercial
Code and under the same conditions in order
to be valid as of the appointment date; and
the membership of the elected members shall
be approved as of the appointment date for
the remaining office of the Board of
Directors
11 Defining the salaries of the Board of Mgmt For For
Directors Members
12 Discussing and resolving on the proposal of Mgmt For For
the Board of Directors about distribution
of the profit generated in 2012
13 Resolving on signing an agreement with Mgmt For For
Guney Bagimsiz Denetim ve SMMM A.S., the
independent audit company with which our
Company is currently working, for the
purpose of auditing our Company's
operations and accounts for the year 2013,
as per Article 14 of the Regulation on
Independent External Audit in Capital
Markets published by the Capital Markets
Board, article 399 of Turkish Commercial
Code and Article 17/A of the Articles of
Association of our Company
14 Submitting donations and aids policy to the Mgmt Against Against
approval of the General Assembly pursuant
to Corporate Governance Principles
15 Reading and discussing the Internal Mgmt For For
Directive that is prepared by the Board of
Directors containing the rules for the
Working Merits and Procedures of the
Company's General Assembly
16 Provided that the required approvals from Mgmt For For
Capital Markets Board and of Republic of
Turkey Ministry of Customs and Trade are
obtained; approving the amendment draft
relating to the amendments to Article 9
"The Qualifications and Conditions of
Members of the Board of Directors", Article
17/A "The External Audit Company", Article
18 "General Assembly" of the Company's
Articles of Association
17 Informing the General Assembly about the Non-Voting
donations and aids made in 2012
18 Informing the Shareholders about the Non-Voting
dividend distribution policy
19 Reading the written explanations of the Non-Voting
Independent Audit Company about the
compliance of the financial statements and
other reports with the standards, the
accuracy and precision of the information,
and that the independence of the audit
company or its subsidiaries is not affected
in any way in relation to the services
delivered to our Company or its
subsidiaries, under the Corporate
Governance Principles
20 Informing the General Assembly about Non-Voting
transactions made during 2012 with related
parties and their valuations as per Article
5 of the Communique Serial IV No. 41 of the
Capital Markets Board
21 Informing the General Assembly about the Non-Voting
guarantees, pledges and mortgages given by
our Company in 2012 in favor of third
parties, and about revenues or interests
generated, under Decision 28/780 dated
09.09.2009 of the Capital Markets Board
22 Informing the Shareholders regarding the Non-Voting
"Remuneration Policy" determined for the
Board of Directors Members and the Senior
Executives in accordance with the Corporate
Governance Principles
23 Informing the General Assembly of the Mgmt Abstain Against
transactions of the controlling
shareholders, the Board of Directors
Members, the senior executives, their
spouses and their relatives by blood and
marriage up to the second degree that are
performed within the year 2012 relating to
make material transactions which may cause
conflict of interest for the Company or
Company's subsidiaries and/or to carry out
works within or out of the scope of the
Company's operations on their own behalf or
on behalf of others or to be a unlimited
partner to the companies operating in the
same kind of fields of activity in
accordance with the Communique of the
Capital Markets Board Serial: IV, No:63
24 Discussing and voting for authorizing the Mgmt For For
Board of Directors or person(s) designated
by the Board of Directors for company
acquisitions to be made by our Company or
its subsidiaries until the next ordinary
general assembly meeting up to 300 million
Euro which will be separately valid for
each acquisition
25 Discussing and voting for authorizing the Mgmt For For
Board of Directors to establish Special
Purpose Vehicle(s) when required for above
mentioned acquisitions
26 Resolving on giving permission to the Board Mgmt For For
of Directors Members to carry out works
within or out of the scope of the Company's
operations on their own behalf or on behalf
of others or to be a partner to companies
who does such works, and to carry out other
transactions, as per Article 395 and 396 of
Turkish Commercial Code
27 Comments and closing Non-Voting
--------------------------------------------------------------------------------------------------------------------------
U.S. BANCORP Agenda Number: 933744460
--------------------------------------------------------------------------------------------------------------------------
Security: 902973304
Meeting Type: Annual
Meeting Date: 16-Apr-2013
Ticker: USB
ISIN: US9029733048
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: DOUGLAS M. BAKER, JR. Mgmt For For
1B. ELECTION OF DIRECTOR: Y. MARC BELTON Mgmt For For
1C. ELECTION OF DIRECTOR: VICTORIA BUYNISKI Mgmt For For
GLUCKMAN
1D. ELECTION OF DIRECTOR: ARTHUR D. COLLINS, Mgmt For For
JR.
1E. ELECTION OF DIRECTOR: RICHARD K. DAVIS Mgmt For For
1F. ELECTION OF DIRECTOR: ROLAND A. HERNANDEZ Mgmt For For
1G. ELECTION OF DIRECTOR: DOREEN WOO HO Mgmt For For
1H. ELECTION OF DIRECTOR: JOEL W. JOHNSON Mgmt For For
1I. ELECTION OF DIRECTOR: OLIVIA F. KIRTLEY Mgmt For For
1J. ELECTION OF DIRECTOR: JERRY W. LEVIN Mgmt For For
1K. ELECTION OF DIRECTOR: DAVID B. O'MALEY Mgmt For For
1L. ELECTION OF DIRECTOR: O'DELL M. OWENS, Mgmt For For
M.D., M.P.H.
1M. ELECTION OF DIRECTOR: CRAIG D. SCHNUCK Mgmt For For
1N. ELECTION OF DIRECTOR: PATRICK T. STOKES Mgmt For For
2. RATIFICATION OF SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS OUR INDEPENDENT AUDITOR FOR THE 2013
FISCAL YEAR.
3. ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt For For
OF OUR EXECUTIVES DISCLOSED IN THE PROXY
STATEMENT.
4. SHAREHOLDER PROPOSAL: ADOPTION OF A POLICY Shr Against For
REQUIRING THAT THE CHAIRMAN OF THE BOARD BE
AN INDEPENDENT DIRECTOR.
--------------------------------------------------------------------------------------------------------------------------
UNION PACIFIC CORPORATION Agenda Number: 933779398
--------------------------------------------------------------------------------------------------------------------------
Security: 907818108
Meeting Type: Annual
Meeting Date: 16-May-2013
Ticker: UNP
ISIN: US9078181081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: A.H. CARD, JR. Mgmt For For
1B. ELECTION OF DIRECTOR: E.B. DAVIS, JR. Mgmt For For
1C. ELECTION OF DIRECTOR: T.J. DONOHUE Mgmt For For
1D. ELECTION OF DIRECTOR: A.W. DUNHAM Mgmt For For
1E. ELECTION OF DIRECTOR: J.R. HOPE Mgmt For For
1F. ELECTION OF DIRECTOR: J.J. KORALESKI Mgmt For For
1G. ELECTION OF DIRECTOR: C.C. KRULAK Mgmt For For
1H. ELECTION OF DIRECTOR: M.R. MCCARTHY Mgmt For For
1I. ELECTION OF DIRECTOR: M.W. MCCONNELL Mgmt For For
1J. ELECTION OF DIRECTOR: T.F. MCLARTY III Mgmt For For
1K. ELECTION OF DIRECTOR: S.R. ROGEL Mgmt For For
1L. ELECTION OF DIRECTOR: J.H. VILLARREAL Mgmt For For
1M. ELECTION OF DIRECTOR: J.R. YOUNG Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
3. AN ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
("SAY ON PAY").
4. ADOPT THE UNION PACIFIC CORPORATION 2013 Mgmt For For
STOCK INCENTIVE PLAN.
5. SHAREHOLDER PROPOSAL REGARDING LOBBYING Shr Against For
ACTIVITIES IF PROPERLY PRESENTED AT THE
ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORPORATION Agenda Number: 933743684
--------------------------------------------------------------------------------------------------------------------------
Security: 913017109
Meeting Type: Annual
Meeting Date: 29-Apr-2013
Ticker: UTX
ISIN: US9130171096
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: LOUIS R. CHENEVERT Mgmt For For
1B. ELECTION OF DIRECTOR: JOHN V. FARACI Mgmt For For
1C. ELECTION OF DIRECTOR: JEAN-PIERRE GARNIER Mgmt For For
1D. ELECTION OF DIRECTOR: JAMIE S. GORELICK Mgmt For For
1E. ELECTION OF DIRECTOR: EDWARD A. KANGAS Mgmt For For
1F. ELECTION OF DIRECTOR: ELLEN J. KULLMAN Mgmt For For
1G. ELECTION OF DIRECTOR: MARSHALL O. LARSEN Mgmt For For
1H. ELECTION OF DIRECTOR: HAROLD MCGRAW III Mgmt For For
1I. ELECTION OF DIRECTOR: RICHARD B. MYERS Mgmt For For
1J. ELECTION OF DIRECTOR: H. PATRICK SWYGERT Mgmt For For
1K. ELECTION OF DIRECTOR: ANDRE VILLENEUVE Mgmt For For
1L. ELECTION OF DIRECTOR: CHRISTINE TODD Mgmt For For
WHITMAN
2. APPOINTMENT OF THE FIRM OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
AUDITOR FOR 2013.
3. ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt For For
OF OUR NAMED EXECUTIVE OFFICERS.
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VINCI SA, RUEIL MALMAISON Agenda Number: 704313686
--------------------------------------------------------------------------------------------------------------------------
Security: F5879X108
Meeting Type: MIX
Meeting Date: 16-Apr-2013
Ticker:
ISIN: FR0000125486
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0308/201303081300520.pdf .PLEASE NOTE
THAT THIS IS A REVISION DUE TO ADDITION OF
URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0327/201303271300861.pdf. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
O.1 Approval of the consolidated financial Mgmt For For
statements for the financial year ended
December 31, 2012
O.2 Approval of the corporate financial Mgmt For For
statements for the financial year ended
December 31, 2012
O.3 Allocation of income for the financial year Mgmt For For
ended December 31, 2012
O.4 Option for the payment of dividend in Mgmt For For
shares
O.5 Renewal of term of Mr. Michael Pragnell as Mgmt For For
Board member for a four-year period
O.6 Appointment of Mrs. Yannick Assouad as Mgmt For For
Board member for a four-year period
O.7 Appointment of Mrs. Graziella Gavezotti as Mgmt For For
Board member for a four-year period
O.8 Renewal of term of Deloitte & Associes as Mgmt For For
principal Statutory Auditor for six
financial years
O.9 Appointment of KPMG Audit IS as principal Mgmt For For
Statutory Auditor for six financial years
O.10 Renewal of term of BEAS as deputy Statutory Mgmt For For
Auditor for six financial years
O.11 Appointment of KPMG Audit ID as deputy Mgmt For For
Statutory Auditor for six financial years
O.12 Renewal of the delegation of powers to the Mgmt For For
Board of Directors to allow the Company to
repurchase its own shares
O.13 Approving the transfer by VINCI of its Mgmt For For
shareholding in Cegelec Entreprise to VINCI
Energies
O.14 Approving the renewals of the agreement Mgmt Against Against
entered in on March 3, 2010 between VINCI
and YTSeuropaconsultants
O.15 Approving the renewals of the agreement Mgmt For For
entered in on December 22, 2003 between
VINCI and VINCI Deutschland
E.16 Renewing the authorization granted to the Mgmt For For
Board of Directors to reduce share capital
by cancellation of VINCI shares held by the
Company
E.17 Delegation of authority granted to the Mgmt For For
Board of Directors to increase share
capital by incorporation of reserves,
profits or share premiums
E.18 Delegation of authority granted to the Mgmt For For
Board of Directors to issue any shares and
securities giving access to capital of the
Company and/or its subsidiaries while
maintaining shareholders' preferential
subscription rights
E.19 Delegation of authority granted to the Mgmt For For
Board of Directors to issue bonds
convertible and/or exchangeable for new
and/or existing shares (Oceane) of the
Company and/or its subsidiaries with
cancellation of preferential subscription
rights
E.20 Delegation of authority granted to the Mgmt For For
Board of Directors to issue any securities
representing debts and giving access to the
share capital of the Company and/or its
subsidiaries, other than bonds convertible
and/or exchangeable for new and/or existing
shares (Oceane) with cancellation of
preferential subscription rights
E.21 Authorization to be granted to the Board of Mgmt For For
Directors to increase the number of
issuable securities in case of surplus
demands
E.22 Delegation granted to the Board of Mgmt For For
Directors to issue any shares and
securities giving access to share capital,
in consideration for in-kind contributions
of equity securities or securities granted
to the Company
E.23 Delegation of authority granted to the Mgmt Against Against
Board of Directors to carry out capital
increases reserved for a category of
beneficiaries in order to provide employees
of certain foreign subsidiaries benefits
similar to those offered to employees
participating directly or indirectly in an
Employee shareholding funds (FCPE) through
a savings plan with cancellation of
preferential subscription rights
E.24 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
VIVENDI SA, PARIS Agenda Number: 704300209
--------------------------------------------------------------------------------------------------------------------------
Security: F97982106
Meeting Type: MIX
Meeting Date: 30-Apr-2013
Ticker:
ISIN: FR0000127771
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0304/201303041300558.pdf .PLEASE NOTE
THAT THIS IS A REVISION DUE TO ADDITION OF
URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0329/201303291301038.pdf. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
O.1 Approval of the reports and annual Mgmt For For
corporate financial statements for the
financial year 2012
O.2 Approval of the reports and consolidated Mgmt For For
financial statements for the financial year
2012
O.3 Approval of the Statutory Auditors' special Mgmt Against Against
report on the regulated agreements and
commitments
O.4 Allocation of income for the financial year Mgmt For For
2012, setting the dividend and the date of
payment
O.5 Approval of the Statutory Auditors' special Mgmt For For
report prepared pursuant to Article
L.225-88 of the Commercial Code regarding
the conditional commitment in favor of Mr.
Philippe Capron as Executive Board member
O.6 Appointment of Mr. Vincent Bollore as Mgmt Against Against
Supervisory Board member
O.7 Appointment of Mr. Pascal Cagni as Mgmt For For
Supervisory Board member
O.8 Appointment of Mrs. Yseulys Costes as Mgmt For For
Supervisory Board member
O.9 Appointment of Mr. Alexandre de Juniac as Mgmt For For
Supervisory Board member
O.10 Appointment of Mrs. Nathalie Bricault Mgmt For For
representing employee shareholders, as
Supervisory Board member
O.11 Authorization granted to the Executive Mgmt For For
Board to allow the Company to purchase its
own shares
E.12 Authorization to be granted to the Mgmt For For
Executive Board to reduce share capital by
cancellation of shares
E.13 Delegation granted to the Executive Board Mgmt For For
to increase capital by issuing ordinary
shares or any securities giving access to
capital with shareholders' preferential
subscription rights
E.14 Delegation granted to the Executive Board Mgmt For For
to increase capital without shareholders'
preferential subscription rights and within
the limit of 10% of capital and within the
overall ceiling provided in the thirteenth
resolution, in consideration for in-kind
contributions of equity securities or
securities giving access to capital of
third party companies outside of a public
exchange offer
E.15 Delegation granted to the Executive Board Mgmt For For
to increase capital by incorporation of
reserves, profits, premiums or other
amounts
E.16 Delegation granted to the Executive Board Mgmt For For
to decide to increase share capital in
favor of employees and retired employees
who are members of the Company Savings Plan
without shareholders' preferential
subscription rights
E.17 Delegation granted to the Executive Board Mgmt For For
to decide to increase share capital in
favor of employees of Vivendi foreign
subsidiaries who are members of the Group
Savings Plan and to implement any similar
plan without shareholders' preferential
subscription rights
E.18 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC Agenda Number: 933661123
--------------------------------------------------------------------------------------------------------------------------
Security: 92857W209
Meeting Type: Annual
Meeting Date: 24-Jul-2012
Ticker: VOD
ISIN: US92857W2098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE COMPANY'S ACCOUNTS AND Mgmt For
REPORTS OF THE DIRECTORS AND THE AUDITOR
FOR THE YEAR ENDED 31 MARCH 2012
2 TO RE-ELECT GERARD KLEISTERLEE AS A Mgmt For
DIRECTOR (MEMBER OF THE NOMINATIONS AND
GOVERNANCE COMMITTEE)
3 TO RE-ELECT VITTORIO COLAO AS A DIRECTOR Mgmt For
4 TO RE-ELECT ANDY HALFORD AS A DIRECTOR Mgmt For
5 TO RE-ELECT STEPHEN PUSEY AS A DIRECTOR Mgmt For
6 TO RE-ELECT RENEE JAMES AS A DIRECTOR Mgmt For
7 TO RE-ELECT ALAN JEBSON AS A DIRECTOR Mgmt For
(MEMBER OF THE AUDIT AND RISK COMMITTEE)
8 TO RE-ELECT SAMUEL JONAH AS A DIRECTOR Mgmt For
(MEMBER OF THE REMUNERATION COMMITTEE)
9 TO RE-ELECT NICK LAND AS A DIRECTOR (MEMBER Mgmt For
OF THE AUDIT AND RISK COMMITTEE)
10 TO RE-ELECT ANNE LAUVERGEON AS A DIRECTOR Mgmt For
(MEMBER OF THE AUDIT AND RISK COMMITTEE)
11 TO RE-ELECT LUC VANDEVELDE AS A DIRECTOR Mgmt For
(MEMBER OF THE NOMINATIONS AND GOVERNANCE
COMMITTEE AND MEMBER OF THE REMUNERATION
COMMITTEE)
12 TO RE-ELECT ANTHONY WATSON AS A DIRECTOR Mgmt For
(MEMBER OF THE NOMINATIONS AND GOVERNANCE
COMMITTEE AND MEMBER OF THE REMUNERATION
COMMITTEE)
13 TO RE-ELECT PHILIP YEA AS A DIRECTOR Mgmt For
(MEMBER OF THE REMUNERATION COMMITTEE)
14 TO APPROVE A FINAL DIVIDEND OF 6.47 PENCE Mgmt For
PER ORDINARY SHARE
15 TO APPROVE THE REMUNERATION REPORT OF THE Mgmt For
BOARD FOR THE YEAR ENDED 31 MARCH 2012
16 TO RE-APPOINT DELOITTE LLP AS AUDITOR Mgmt For
17 TO AUTHORISE THE AUDIT & RISK COMMITTEE TO Mgmt For
DETERMINE THE REMUNERATION OF THE AUDITOR
18 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For
S19 TO AUTHORISE THE DIRECTORS TO DIS-APPLY Mgmt For
PRE-EMPTION RIGHTS
S20 TO AUTHORISE THE COMPANY TO PURCHASE ITS Mgmt For
OWN SHARES (SECTION 701, COMPANIES ACT
2006)
21 TO AUTHORISE POLITICAL DONATIONS AND Mgmt For
EXPENDITURE
S22 TO AUTHORISE THE CALLING OF A GENERAL Mgmt For
MEETING OTHER THAN AN ANNUAL GENERAL
MEETING ON NOT LESS THAN 14 CLEAR DAYS'
NOTICE
--------------------------------------------------------------------------------------------------------------------------
WELLS FARGO & COMPANY Agenda Number: 933743696
--------------------------------------------------------------------------------------------------------------------------
Security: 949746101
Meeting Type: Annual
Meeting Date: 23-Apr-2013
Ticker: WFC
ISIN: US9497461015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A) ELECTION OF DIRECTOR: JOHN D. BAKER II Mgmt For For
1B) ELECTION OF DIRECTOR: ELAINE L. CHAO Mgmt For For
1C) ELECTION OF DIRECTOR: JOHN S. CHEN Mgmt For For
1D) ELECTION OF DIRECTOR: LLOYD H. DEAN Mgmt For For
1E) ELECTION OF DIRECTOR: SUSAN E. ENGEL Mgmt For For
1F) ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, Mgmt For For
JR.
1G) ELECTION OF DIRECTOR: DONALD M. JAMES Mgmt For For
1H) ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Mgmt For For
1I) ELECTION OF DIRECTOR: FEDERICO F. PENA Mgmt For For
1J) ELECTION OF DIRECTOR: HOWARD V. RICHARDSON Mgmt For For
1K) ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Mgmt For For
1L) ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
1M) ELECTION OF DIRECTOR: JOHN G. STUMPF Mgmt For For
1N) ELECTION OF DIRECTOR: SUSAN G. SWENSON Mgmt For For
2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. PROPOSAL TO APPROVE THE COMPANY'S AMENDED Mgmt For For
AND RESTATED LONG-TERM INCENTIVE
COMPENSATION PLAN.
4. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2013.
5. STOCKHOLDER PROPOSAL TO ADOPT A POLICY Shr Against For
REQUIRING AN INDEPENDENT CHAIRMAN.
6. STOCKHOLDER PROPOSAL TO PROVIDE A REPORT ON Shr Against For
THE COMPANY'S LOBBYING POLICIES AND
PRACTICES.
7. STOCKHOLDER PROPOSAL TO REVIEW AND REPORT Shr Against For
ON INTERNAL CONTROLS OVER THE COMPANY'S
MORTGAGE SERVICING AND FORECLOSURE
PRACTICES.
--------------------------------------------------------------------------------------------------------------------------
ZURICH INSURANCE GROUP AG, ZUERICH Agenda Number: 704315767
--------------------------------------------------------------------------------------------------------------------------
Security: H9870Y105
Meeting Type: AGM
Meeting Date: 04-Apr-2013
Ticker:
ISIN: CH0011075394
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 152246,
INCLUDING THE AGENDA. TO VOTE IN THE
UPCOMING MEETING, YOUR NAME MUST BE
NOTIFIED TO THE COMPANY REGISTRAR AS
BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE
INSTRUCTIONS THAT ARE SUBMITTED AFTER THE
CUTOFF DATE WILL BE PROCESSED ON A BEST
EFFORT BASIS. THANK YOU.
CMMT BLOCKING OF REGISTERED SHARES IS NOT A Non-Voting
LEGAL REQUIREMENT IN THE SWISS MARKET,
SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTING INSTRUCTION, IT IS POSSIBLE THAT
A MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU
HAVE CONCERNS REGARDING YOUR ACCOUNTS,
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE.
1.1 Approval of the annual report, the annual Mgmt For For
financial statements and the consolidated
financial statements for 2012
1.2 Advisory vote on the remuneration system Mgmt For For
according to the remuneration report
2.1 Appropriation of available earnings for Mgmt For For
2012
2.2 Appropriation of reserves from capital Mgmt For For
contributions
3 Discharge of members of the board of Mgmt For For
directors and of the group executive
committee
4.1.1 Election of Ms. Monica Maechler as the Mgmt For For
board of director
4.1.2 Re-election of Ms. Susan Bies as the board Mgmt For For
of director
4.1.3 Re-election of Mr. Victor L.L. Chu as the Mgmt For For
board of director
4.1.4 Re-election of Mr. Rolf Watter as the board Mgmt For For
of director
4.2 Re-election of auditors Mgmt For For
PricewaterhouseCoopers ltd, Zurich
5 Additional and/or counter-proposals Mgmt Abstain For
* Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) Eaton Vance Tax-Advantaged Dividend Income Fund
By (Signature) /s/ Judith A. Saryan
Name Judith A. Saryan
Title President
Date 08/16/2013